Common use of Compliance with Section 409A Clause in Contracts

Compliance with Section 409A. The payments due under this Agreement are intended to comply with Section 409A of the Code (“Code Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. The payments due under this (a) This Agreement are intended to comply with Section 409A of the Code (“Code Section 409A”) or an exemption thereunder is intended, and shall be construed and administered in accordance interpreted, to ensure that the payments made by the Company are exempt from, or comply with, Section 409A. If any provision of this Agreement is or might be inconsistent with the requirements of Section 409A, such provision shall be deemed to be amended to the extent necessary to bring it into compliance with Section 409A. Notwithstanding Nothing in this Agreement shall require the Company to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any other provision of amounts or benefits provided under this Agreement, payments of “nonqualified deferred compensation” provided including without limitation, any taxes imposed under this Agreement may only be made upon an event and in a manner Section 409A. (b) Any payment by the Company that complies with Code is subject to Section 409A or an applicable exemption. Any payments under this Agreement and that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of is contingent on a termination of employment shall only be made if such termination of employment constitutes is contingent on a “separation from service” under Code within the meaning of Section 409A. Notwithstanding Each such payment shall be considered to be a separate payment under Section 409A. (c) If, on the foregoing, date of a “separation from service,” the equity interests of the Company makes no representations are publicly traded and Employee is a “specified employee” within the meaning of Section 409A, any payment that the payments and benefits provided under this Agreement comply with Code is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after Employee’s separation from service will instead begin to be paid in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To seventh month following Employee’s separation from service to the extent required by Code Section 409A, each 409A. (d) Any taxable reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Associate on or before the last day no later than December 31st of the calendar year following after the calendar year in which the expense was incurred; is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv). (iiie) any right If the period during which Employee has discretion to reimbursements execute or in-kind benefits under this Agreement revoke a release straddles two calendar years, the Company shall not be make the payments that are conditioned upon the release and subject to liquidation or exchange for another benefitSection 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Company.

Compliance with Section 409A. The payments due under this This Agreement are is intended to comply with the requirements of Section 409A of the Code (“Code Section 409A”) or an exemption thereunder including the exceptions thereto), to the extent applicable, and shall be construed interpreted and administered accordingly. If any provision contained in accordance this Agreement conflicts with the requirements of Section 409A. Notwithstanding any other provision 409A of the Code (or the exemptions intended to apply under this Agreement), payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” deemed to be made reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under this Agreement by reason of a termination of Section 5 hereof, (a) Executive’s employment shall only not be made if such termination of employment constitutes deemed to have terminated unless and until Executive incurs a “separation from service” under Code as defined in Section 409A. Notwithstanding 409A of the foregoingCode, and (b) the Company makes no representations that effective date of any termination or resignation of employment (or any similar term) shall be the payments and benefits effective date of Executive’s separation from service. Reimbursement of any expenses provided under for in this Agreement comply shall be made in accordance with Code Section 409A the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, reimbursement hereunder during each calendar a taxable year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, reimbursement in any other calendar year; taxable year or (ii) any reimbursement of an eligible expense shall be paid to the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not reimbursement be subject to liquidation or exchange for another benefit. 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. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. The Subject to the provisions in this Section 4(d), any severance payments due or benefits under this Agreement are intended shall begin only upon the date of Executive’s “separation from service” (determined as set forth below) which occurs on or after the date of termination of Executive’s employment. The following rules shall apply with respect to comply with Section 409A the distribution of the Code (“Code Section 409A”) or an exemption thereunder severance payments and shall benefits, if any, to be construed and administered in accordance with Section 409A. Notwithstanding any other provision of provided to Executive under this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner : (i) It is intended that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment of the severance payments and benefits provided under this Agreement shall be treated as a separate “payment. Any ” for purposes of Section 409A. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (ii) If, as of “nonqualified deferred compensation” to be made under this Agreement by reason the date of a termination of employment shall only be made if such termination of employment constitutes a Executive’s “separation from service” under Code from the Company, Executive is not a “specified employee” (within the meaning of Section 409A. Notwithstanding 409A), then each installment of the foregoing, the Company makes no representations that the severance payments and benefits provided shall be made on the dates and terms set forth in this Agreement. (iii) If, as of the date of Executive’s “separation from service” from the Company, Executive is a “specified employee” (within the meaning of Section 409A), then: (A) Each installment of the severance payments and benefits due under this Agreement comply that, in accordance with Code the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined under Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A and such payments and benefits shall be paid or provided on the dates and terms set forth in no event shall this Agreement; and (B) Each installment of the severance payments and benefits due this Agreement that is not described in Section 4(d)(iii)(A) above and that would, absent this subsection (B), be paid within the six-month period following Executive’s “separation from service” from the Company shall not be liable paid until the date that is six months and one day after such separation from service (or, if earlier, Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of Executive’s second taxable year following the taxable year in which the separation from service occurs. (iv) The determination of whether and when Executive’s separation from service from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section 4(d)(iv), “Company” shall include all or any portion persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or Code. (v) All reimbursements and in-kind benefit benefits provided under this Agreement shall be made or provided in accordance with the following: requirements of Sections 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, reimbursement during each a calendar year canmay not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, reimbursement in any other calendar year; , (iiiii) any the reimbursement of an eligible expense shall will be paid to the Associate made on or before the last day of the calendar year following the calendar year in which the expense was incurred; is incurred and (iiiiv) any the right to reimbursements or in-kind benefits under this Agreement shall reimbursement is not be subject to set off or liquidation or exchange for another any other benefit. (vi) Notwithstanding anything herein to the contrary, the Company shall have no liability to Executive or to any other person if the payments and benefits provided hereunder that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

Compliance with Section 409A. The payments due (A) Notwithstanding anything contained in this Agreement to the contrary, if Executive is a “specified employee,” as determined under the Corporation’s policy for determining specified employees on the Date of Termination, all payments, benefits or reimbursements paid or provided under this Agreement are intended to comply with that constitute a “deferral of compensation” within the meaning of Section 409A of the Code (“Code Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this AgreementCode, payments of “nonqualified deferred compensation” that are provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments result of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” within the meaning of Section 409A and that would otherwise be paid or provided during the first six months following such Date of Termination shall be accumulated through and paid or provided (together with interest at the applicable Federal short-term rate, compounded semi-annually, in effect under Section 1274(d) of the Code Section 409A. Notwithstanding as of the foregoingDate of Termination) within 30 calendar days after the first business day following the six month anniversary of such Date of Termination (or, the Company makes no representations if Executive dies during such six-month period, within 10 calendar days after Executive’s death). (B) It is intended that the payments and benefits provided under this Agreement either shall be exempt from the application of or shall comply with Code Section 409A and in no event shall the Company be liable for all or any portion requirements of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code For purposes of Section 409A, each reimbursement or in-kind benefit payment hereunder shall be considered a separate payment. This Agreement shall be construed, administered, and governed in a manner that effects such intent, and the Corporation shall not take any action that would be inconsistent with such intent. Without limiting the foregoing, the payments and benefits provided under this Agreement shall may not be provided deferred, accelerated, extended, paid out or modified in accordance with a manner that would result in the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement imposition of an eligible expense additional tax under Section 409A upon Executive. Although the Corporation shall be paid use its best efforts to avoid the Associate on or before imposition of taxation, interest and penalties under Section 409A, the last day tax treatment of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits provided under this Agreement is not warranted or guaranteed. Neither the Corporation, its Affiliates nor any of their respective directors, officers, employees or advisors shall not be subject to liquidation held liable for any taxes, interest, penalties or exchange for another benefitother monetary amounts owed by Executive or any other taxpayer as a result of the Agreement.

Compliance with Section 409A. The payments due under (i) It is intended that this Agreement are intended shall conform with all applicable Section 409A requirements to the extent Section 409A applies to any provisions of the Agreement. Accordingly, in interpreting, construing or applying any provisions of the Agreement, the same shall be construed in such manner as shall meet and comply with Section 409A 409A, and in the event of the Code (“Code any inconsistency with Section 409A”) or an exemption thereunder and , the same shall be construed and administered in accordance with reformed so as to meet the requirements of Section 409A. Notwithstanding any other provision For purposes of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies409A, each installment payment provided made under this Agreement shall be treated as a separate payment. Any payment and the right to a series of installment payments of “nonqualified deferred compensation” to be made under this Agreement by reason is to be treated as a right to a series of separate payments. In no event shall Executive, directly or indirectly, designate the calendar year of payment. Executive acknowledges that the Employer has not made, and does not make, any representation or warranty regarding the treatment of this Agreement or the benefits payable under this Agreement under federal, state or local income tax laws, including, but not limited to, Section 409A or compliance with the requirements thereof. (ii) To the extent Executive is a termination “specified employee” as defined in Section 409A, notwithstanding the timing of employment shall only be made if such termination payment provided in any other Section of employment this Agreement, no payment, distribution or benefit under this Agreement that constitutes a “distribution of deferred compensation (within the meaning of Section 409A) upon separation from service (within the meaning of Section 409A), after taking into account all available exemptions, that would otherwise be payable, distributable or settled during the six-month period after separation from service” under Code Section 409A. Notwithstanding , will be made during such six-month period, and any such payment, distribution or benefit will instead be paid, distributed or settled on the foregoingfirst business day after such six-month period; provided, however, that if Executive dies following the Company makes no representations that Termination Date and prior to the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all payment, distribution, settlement or any portion provision of any taxespayments, penalties, interest distributions or other expenses that may be incurred by the Associate benefits delayed on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement then such payments, distributions or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid or provided to the Associate on or before personal representative of Executive’s estate within 30 days after the last day date of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefitExecutive’s death.

Compliance with Section 409A. The (a) Subject to this Section 6.11, any severance payments that may be due under this Agreement are intended to comply with Section 409A shall begin only upon the date of the Code Executive’s “separation from service” (“Code Section 409A”determined as set forth below) which occurs on or an exemption thereunder and after the termination of the Executive’s employment. The following rules shall apply with respect to distribution of the severance payments, if any, to be construed and administered in accordance with Section 409A. Notwithstanding any other provision of provided to the Executive under this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner as applicable: (1) It is intended that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided of the severance payments under this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code and the guidance issued thereunder (“Section 409A”). Any Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments except to the extent specifically permitted or required by Section 409A. (2) If, as of “nonqualified deferred compensation” to be made under this Agreement by reason the date of a termination of employment shall only be made if such termination of employment constitutes a the Executive’s “separation from service” under Code Section 409A. Notwithstanding from the foregoingCompany, the Company makes no representations that Executive is not a “specified employee” (within the meaning of Section 409A), then each installment of the severance payments shall be made on the dates and benefits provided terms set forth in this Agreement. (3) If, as of the date of the Executive’s “separation from service” from the Company, the Executive is a “specified employee” (within the meaning of Section 409A”), then, except as otherwise permitted under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or inany payments that would, absent this subsection, be paid within the six-kind benefit provided under this Agreement month period following the Executive’s “separation from service” from the Company shall not be provided paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the following: date and terms set forth herein. (ib) The determination of whether and when the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect Executive’s “separation from service” from the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense Company has occurred shall be paid to made in a manner consistent with, and based on the Associate on or before presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section 6.11(b), “Company” shall include all persons with whom the last day Company would be considered a single employer under Section 414(b) and 414(c) of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefitCode.

Compliance with Section 409A. The This Agreement is intended to comply with section 409A of the Code and its corresponding regulations, or an exemption, and payments due may only be made under this Agreement upon an event and in a manner permitted by section 409A, to the extent applicable. Severance benefits under the Agreement are intended to comply with Section be exempt from section 409A of the Code (under the “Code Section 409A”) or an exemption thereunder short-term deferral” exception, to the maximum extent applicable, and shall then under the “separation pay” exception, to the maximum extent applicable. For purposes of section 409A of the Code, all payments to be construed and administered in accordance with Section 409A. Notwithstanding any other provision made upon a termination of this Agreement, payments of “nonqualified deferred compensation” provided employment under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary “separation from service or as a short-service” within the meaning of such term deferral shall be excluded from Code Section under section 409A to of the maximum extent possible. To the extent Code Section 409A appliesCode, each installment payment provided made under this Agreement shall be treated as a separate payment. Any payment and the right to a series of installment payments of “nonqualified deferred compensation” to be made under this Agreement by reason is to be treated as a right to a series of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in separate payments. In no event shall the Company be liable for all Executive, directly or any portion indirectly, designate the calendar year of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or payment. All reimbursements and in-kind benefit benefits provided under this Agreement shall be made or provided in accordance with the following: requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each a calendar year canmay not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; , (iiiii) any the reimbursement of an eligible expense shall will be paid to the Associate made on or before the last day of the calendar year following the calendar year in which the expense was is incurred; , and (iiiiv) any the right to reimbursements reimbursement or in-kind benefits under this Agreement shall is not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. The payments due under Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement are intended or otherwise, shall be made no later than the fifteenth (15th) day of the third (3rd) month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to comply with such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision ). For purposes of this Agreement, payments termination of employment shall be deemed to occur only upon “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or service” as a short-such term deferral shall be excluded from Code is defined under Section 409A to the maximum extent possible. To the extent Code Section 409A applies, 409A. Each payment and each installment payment of any severance payments provided for under this Agreement shall be treated as a separate payment. Any payments payment for purposes of application of Section 409A. To the extent any amounts payable by the Company to the Executive constitute “nonqualified deferred compensation” (within the meaning of Section 409A) such payments are intended to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion requirements of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each and shall be interpreted in accordance therewith. Neither Party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A, including a six (6) month delay of termination payments made to specified employees of a public company, to the extent then applicable. Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any Section 409A payments which are subject to execution of a Release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as termination of employment) occurs shall commence payment only in such following calendar year as necessary to comply with Section 409A. All expense reimbursement or in-kind benefit benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be provided in accordance with subject to the followingfollowing rules: (i) the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits provided, provided during each one calendar year canmay not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in provided during any other calendar year; (ii) any reimbursement of an eligible expense reimbursements shall be paid to no later than the Associate on or before the last day end of the calendar year following the calendar year in which Executive incurs such expenses, and Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the expense was incurred; Company to make all such reimbursement payments prior to the end of said period, and (iii) any the right to reimbursements reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.. It is the intent of the Company that the provisions of this Agreement and all other plans and programs sponsored by the Company be interpreted to comply in all respects with Section 409A, however, the Company shall have no liability to Executive, or any successor or beneficiary thereof, in the event taxes, penalties or excise taxes may ultimately be determined to be applicable to any payment or benefit received by Executive or any successor or beneficiary thereof, nor for reporting in good faith any payment of benefit as subject to Section 409A.

Compliance with Section 409A. The parties intend that the payments due under and benefits contemplated in this Agreement are intended to comply with either be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and regulations and other guidance promulgated thereunder (collectively, “Code Section 409A”) ), or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral 409A, and any ambiguity herein shall be excluded from Code interpreted so as to be consistent with the intent of this Section 409A 6. Notwithstanding anything herein to the maximum extent possible. To contrary, all payments and benefits which are payable hereunder upon Executive’s termination of employment shall be paid or provided only upon a termination of employment that constitutes a “Separation from Service” from the Company within the meaning of Section 409A. In furtherance of this Section 6, and notwithstanding anything herein to the contrary, to the extent Code Section 409A applies, each installment payment any in-kind benefit or reimbursement to be paid or provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from servicedeferral of compensation” under Code Section 409A. Notwithstanding within the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion meaning of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: then (i) the amount of expenses eligible for reimbursement, reimbursement or the provision of any in-kind benefits provided, benefit (within the meaning of Section 409A) to Executive during each any calendar year canshall not affect the amount of expenses eligible for reimbursement, reimbursement or provided as in-kind benefits to be provided, Executive in any other calendar yearyear (subject to any lifetime and other annual limits provided under the Company’s group health plans); (ii) any reimbursement of an eligible expense reimbursements for expenses incurred by Executive shall be paid to the Associate made on or before the last day of the calendar year following the calendar year in which the applicable expense was is incurred; (iii) Executive shall not be entitled to any in-kind benefits or reimbursement for any expenses incurred subsequent to the end of the second calendar year following the calendar year in which Executive incurs a termination of employment; and (iiiiv) any the right to reimbursements any such reimbursement or in-kind benefit may not be liquidated or exchanged for any other benefit. Any installment payment of post-employment benefits under this Agreement shall be regarded as a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i). Notwithstanding anything in this Agreement to the contrary, if any amount or benefit would constitute compensation subject to penalty taxation under Section 409A and such amount becomes payable or distributable by reason of Executive’s Separation from Service during a period in which Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j), (i) the timing of such amounts or payments shall be delayed until the earlier of (a) the date that is six (6) months and one (1) day after Executive’s Separation from Service and (b) the date of Executive’s death (such applicable date, the “Delayed Initial Payment Date”), and (ii) the Company shall (a) pay Executive a lump sum amount equal to the sum of the benefit payments that Executive would otherwise have received through the Delayed Initial Payment Date (or, with respect to death, the earliest administratively practicable date provided that payment complies with the timing requirements of Section 409A) if the commencement of the payment of the benefits had not been delayed pursuant to this paragraph) and (b) commence paying the balance, if any, of the benefits in accordance with the applicable payment schedule. In no event may Executive, directly or indirectly, designate the calendar year of payment. If the period after the Termination Date during which the Release must become effective spans two calendar years, any payments or benefits conditioned on the Release will not be subject made or commence to liquidation or exchange for another benefitbe made until the second calendar year.

Compliance with Section 409A. The To the maximum extent permissible by applicable law, the payments due and benefits payable under this Agreement shall be interpreted to be exempt from Section 409A of the Code, including, without limitation, the exemptions pursuant to Treasury Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9). To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder. If the Company and Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code Code, the Company and Executive agree to amend this Agreement, or take such other actions as the Company and Executive deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code, while preserving the economic agreement of the parties. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (“Code Section 409A”3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or an exemption thereunder other payments to fail to so comply, such provision shall not be effective and shall be construed null and administered void with respect to such compensation, benefits or other payments, and such provision shall otherwise remain in accordance with Section 409A. Notwithstanding any other provision of this Agreement, full force and effect. The Executive’s right to receive installment payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A any severance payments or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided benefits under this Agreement shall 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. Any payments To the extent any reimbursement of “nonqualified deferred compensation” to be made expenses under this Agreement by reason is subject to Section 409A of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoingCode, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement reimbursements shall be provided paid in accordance with the following: (iTreasury Regulation Section 1.409A-3(i)(1)(iv) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall and be paid to the Associate on or before the last day of the calendar Executive’s taxable year following the calendar taxable year in which Executive incurred the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefitexpenses.

Compliance with Section 409A. The This Agreement is intended to either comply with, or fall within an exemption to, the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. To the maximum extent possible, the payments due under to the Executive pursuant to this Agreement are also intended to comply with be exempt from Section 409A of the Code under either the separation pay exemption pursuant to Treasury regulation § 1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation § 1.409A-1(b)(4). In the event the terms of this Agreement would subject the Executive to taxes or penalties under Section 409A of the Code (“Code Section 409A409A Penalties”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing), the Company makes no representations that and Executive shall cooperate diligently to amend the payments and benefits provided under terms of this Agreement comply with Code Section to avoid such 409A and in no event shall the Company be liable for all or any portion of any taxesPenalties, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To to the extent required by Code Section 409A, each possible; provided that such amendment shall not increase or reduce (in the aggregate) the amounts payable to the Executive hereunder. Any taxable reimbursement or in-kind benefit provided under payable to the Executive pursuant to this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Associate on or before Executive no later than the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) Executive incurred the reimbursable expense. Any amount of expenses eligible for taxable reimbursement, or such in-kind benefit provided, during a calendar year shall not affect the amount of such expenses eligible for reimbursement, or such in-kind benefit to be provided, during any other calendar year. The right to reimbursements such reimbursement or such in-kind benefits under pursuant to this Agreement shall not be subject to liquidation or exchange for another any other benefit. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. If, as of the Date of Termination, the Executive is a “specified employee”, then no payment or benefit that is payable on account of the Executive’s “separation from service”, as that term is defined for purposes of Section 409A of the Code, shall be made before the date that is six (6) months after the Executive’s “separation from service” (or, if earlier, the date of the Executive’s death) if and to the extent that such payment or benefit constitutes deferred compensation (or may be nonqualified deferred compensation) under Section 409A of the Code and such deferral is required to comply with the requirements of Section 409A of the Code. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. For purposes of this provision, the Executive shall be considered to be a “specified employee” if, at the time of his “separation from service”, the Executive is a “key employee”, within the meaning of Section 416(i) of the Code, of the Company (or any person or entity with whom the Company would be considered a single employer under Section 414(b) or Section 414(c) of the Code) any stock of which is publicly traded on an established securities market or otherwise.

Compliance with Section 409A. The payments due under this Agreement are intended To the extent a payment hereunder is, or shall become, subject to comply with the application of Section 409A of the Code and related Treasury Regulations, the following shall apply: (“a) This Agreement is intended to comply with the requirements of Section 409A and the Treasury Regulations and other guidance issued thereunder, as in effect from time to time, and to avoid any additional tax thereunder. To the extent a provision of this Agreement is contrary to or fails to address the requirements of Code Section 409A”) or an exemption thereunder 409A and related Treasury Regulations, this Agreement shall be construed and administered as necessary to comply with such requirements to the extent allowed under applicable law and this Agreement is appropriately amended to comply with such requirements. (b) The time or schedule of payment hereunder may be accelerated or delayed only upon such events and conditions as the Internal Revenue Service (“IRS”) may permit in accordance generally applicable published regulatory or other guidance under Code Section 409A. (c) For purposes of this Agreement, all references to “termination of employment” or similar phrases shall be construed to require a “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)). (d) To the extent compliance with the requirements of Treasury Regulation Section 409A. Notwithstanding 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Code Section 409A to payments due to Executive upon Executive’s separation from service at a time when Executive is determined to be a “specified employee” under Treasury Regulation Section 1.409A-1(i) and any stock of the Company or any of its affiliates or related entities is publicly traded on an established securities market or otherwise, then notwithstanding any other provision of this Agreement, any such payments that are otherwise due within six (6) months following Executive’s separation from service will be deferred without interest and paid to Executive in a lump sum immediately following that six (6) month period. (e) Neither the Company nor its affiliates, subsidiaries or related entities, nor any of “nonqualified deferred compensation” the Company's or such entities' directors, officers or agents will be liable to Executive or anyone else if the Internal Revenue Service or any court or other authority determines that any payments or benefits to be provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A are subject to taxes, penalties or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or interest as a short-term deferral shall be excluded from Code Section 409A result of failing to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code or be exempt from Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.409A.

Compliance with Section 409A. The payments due under this This Agreement are is intended to comply with the requirements of Section 409A of the Code (“Code Section 409A”) or an exemption thereunder and 409A. Accordingly, all provisions herein shall be construed and administered interpreted to comply with Section 409A. This Agreement may be amended at any time, without the consent of any party, to avoid the application of Section 409A in accordance with a particular circumstance or that is necessary or desirable to satisfy any of the requirements under Section 409A, but the Company shall not be under any obligation to make any such amendment. Nothing in the Agreement shall provide a basis for any person to take action against the Company or any of its subsidiaries or affiliate based on matters covered by Section 409A, including the tax treatment of any amount paid or Performance Unit Award granted under this Agreement, and neither the Company nor any of its subsidiaries or affiliates shall under any circumstances have any liability to any participant or his or her estate or any other party for any taxes, penalties or interest due on amounts paid or payable under the this Agreement, including taxes, penalties or interest imposed under Section 409A. Notwithstanding any other provision of to the contrary in this Agreement, payments if shares of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A Common Stock or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service other amounts become issuable or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made distributable under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes the Participant’s Separation from Service and the Participant is a “separation from servicespecified employee,” under Code Section 409A. Notwithstanding within the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion meaning of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement at the time of such Separation from Service, the shares of Common Stock shall not be issued or in-kind benefit provided under this Agreement shall be provided in accordance with distributed to the following: Participant prior to the earlier of (i) the amount first day of expenses eligible for reimbursement, the seventh (7th) month following the date of the Participant’s Separation from Service or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement the date of an eligible expense the Participant’s death, if such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2). Upon the expiration of the applicable Section 409A(a)(2) deferral period, all shares of Common Stock underlying the Performance Unit Award issued pursuant to this Agreement or other amounts deferred pursuant to this Section 12 shall be paid issued or distributed in a lump sum to the Associate on or before Participant. For purposes of this Agreement, “Separation from Service” means the last day Participant’s separation from service as determined in accordance with Section 409A and the applicable standards of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefitTreasury Regulations issued thereunder.

Compliance with Section 409A. The It is the Company’s intent that payments due and benefits under this Agreement are intended to comply with Section 409A of 409A, to the Code (“Code Section 409A”) or an exemption thereunder extent subject thereto, and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreementaccordingly, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possiblepermitted, this Agreement shall be interpreted and administered to be in compliance therewith. To Notwithstanding anything contained herein to the contrary, to the extent Code required in order to avoid accelerated taxation and/or tax penalties under Section 409A applies409A, each installment payment the Employee shall not be considered to have terminated employment with the Company or any subsidiary or affiliate thereof for purposes of this Agreement unless the Employee would be considered to have incurred a Separation from Service from the Company or any of its subsidiaries or affiliates. Each amount to be paid or benefit to be provided under this Agreement shall be treated construed as a separate payment. Any identified payment for purposes of Section 409A, and any payments of “nonqualified deferred compensation” to be made under described in this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a that are due within the “separation from serviceshort term deferral period” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code as defined in Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may exemption under Section 409A shall not be incurred by the Associate on account of non-compliance with Code Section 409A. treated as deferred compensation unless applicable law requires otherwise. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in that any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits due to the Employee under this Agreement constitute “deferred compensation” under Section 409A, any such reimbursements and in-kind benefits shall not be subject paid to liquidation Employee in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Employee’s Separation from Service shall instead be paid on the first business day after the date that is six months following the Employee’s Separation from Service (or exchange for another benefitdeath, if earlier). This Agreement may be amended in any respect deemed by the Company in good faith to be necessary in order to preserve compliance with Section 409A without imposing any additional interest, taxes or penalties on the Employee.

Compliance with Section 409A. The payments due Payments and benefits under this Agreement are intended to comply with Section 409A of the Code (“Code Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded exempt from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum possible extent possible. To and, to the extent Code not exempt, are intended to comply with the requirements of Section 409A. The provisions of this Agreement shall be construed in a manner consistent with such intent. With respect to any “deferred compensation” within the meaning of Section 409A applies, each installment payment provided that is payable or commences to be payable under this Agreement solely by reason of Employee’s termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, Employee experiences a “separation from service” as defined in Section 409A, subject to Section 11 of the Agreement and subject to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company to, and Company shall not, accelerate the payment of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. If Employee is a “Specified Employee” within the meaning of Section 409A at the time his employment terminates and any amount payable to Employee by virtue of his separation from service constitutes “deferred compensation” within the meaning of Section 409A, any such amounts that otherwise would be payable during the first six months following separation from service shall be delayed and accumulated for a period of six months and paid in a lump sum on the first day of the seventh month. Amounts exempt from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, and shall be construed to, fit within the short-term deferral and separation pay exceptions to Section 409A to the maximum permissible extent and each installment thereof shall be treated as a separate paymentpayment for such purposes. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement reimbursements or in-kind benefit benefits provided under this Agreement to Employee shall be provided administered in accordance with the followingSection 409A, such that: (ia) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar one year canshall not affect the expenses eligible for reimbursement, reimbursement or the in-kind benefits to be provided, provided in any other calendar year; (iib) any reimbursement of an eligible expense expenses shall be paid to the Associate made on or before the last day December 31 of the calendar year following the calendar year in which the expense was incurred; and (iiic) any the right to reimbursements reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or to exchange for another benefit.

Compliance with Section 409A. The payments due under this (a) This Agreement are is intended to comply with the requirements of Section 409A of the Code (“Code Section 409A”) or an exemption thereunder Code, and the regulations and other guidance promulgated thereunder. Accordingly, all provisions herein shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due interpreted to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event if necessary, any such provision shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance deemed amended to comply with Code Section 409A. To 409A and the extent required regulations and other guidance promulgated thereunder. (b) Any payments to which you become entitled under Paragraph 9(c) hereof shall be treated as the right to receive a series of separate payments for purposes of Code Section 409A. (c) Paragraph 15(a) above shall not be construed as a guarantee by the Company of any particular tax effect to you under this Agreement, however. The Company shall not be liable to you if any payment or benefit made or provided under this Agreement is determined to result in additional tax, penalty or interest under Code Section 409A, each reimbursement nor for reporting to the Internal Revenue Service or in-kind other taxing authority in good faith any payment or benefit made or provided under this Agreement as an amount includible in gross income under Section 409A or as a violation of Section 409A. (d) With respect to any reimbursement of expenses to which you are entitled under this Agreement, or any provision of in-kind benefits to you as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be provided in accordance with subject to the followingfollowing conditions: (i) the amount of expenses eligible for reimbursement, reimbursement or the amount of in-kind benefits provided, during each calendar provided in one taxable year canshall not affect the expenses eligible for reimbursement, reimbursement or the amount of in-kind benefits to be provided, provided in any other calendar taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code, solely to the extent that the arrangement provides for a limit on the amount of expenses that may be reimbursed under such arrangement over some or all of the period in which the reimbursement arrangement remains in effect; (ii) any the reimbursement of an eligible expense shall be paid to made no later than the Associate on or before the last day end of the calendar year following after the calendar year in which the such expense was incurred; and (iii) any the right to reimbursements reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. The payments due under Both WM and Employee intend that this Agreement are intended not result in unfavorable tax consequences to comply with Section 409A of the Code (“Code Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Employee under Section 409A. Notwithstanding Accordingly, Employee consents to any amendment of this Agreement WM may reasonably make consistent to achieve that intention and WM may, disregarding any other provision of in this Agreement to the contrary, unilaterally execute such amendment to this Agreement. WM shall promptly provide, payments or make available to, Employee a copy of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemptionany such amendment. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due WM agrees to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A make any such amendments to preserve the intended benefits to the Employee to the maximum extent possible. To This paragraph does not create an obligation on the extent Code part of WM to modify this Agreement and does not guarantee that the amounts or benefits owed under the Agreement will not be subject to interest and penalties under Section 409A applies, each installment 409A. Each cash and/or stock payment and/or benefit provided under the Plan and this Agreement and/or pursuant to the terms of WM’s benefit plans, programs and policies shall be treated as considered a separate payment. Any payments payment for purposes of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, it is intended that Stock Option Awards not be subject to Section 409A. For purposes of Section 409A, to the Company makes no representations extent that Employee is a “specified employee” within the payments and benefits provided under this Agreement comply with Code meaning of the Treasury Regulations issued pursuant to Section 409A as of Employee’s separation from service and in no event shall to the Company be liable for all or any portion limited extent necessary to avoid the imputation of any taxestax, penaltiespenalty or interest pursuant to Section 409A, interest or other expenses that may be incurred by notwithstanding anything to the Associate contrary in this Agreement, no amount which is subject to Section 409A of the Code and is payable on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense Employee’s separation from service shall be paid to the Associate on or Employee before the last date (the “Delayed Payment Date”) which is the first day of the calendar year seventh month after the Employee’s separation from service or, if earlier, the date of the Employee’s death following such separation from service. All such amounts that would, but for the calendar year in which immediately preceding sentence, become payable prior to the expense was incurred; Delayed Payment Date will be accumulated and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefitpaid without interest on the Delayed Payment Date.

Compliance with Section 409A. (a) This Agreement and the payments hereunder are intended to be exempt, to the greatest extent possible, from the requirements of Section 409A of the Code, and to the extent not so exempt, to comply with the requirements of Section 409A of the Code, and shall be construed and administered consistent with, and to give full effect to, such intent. The payments due under to the Executive pursuant to this Agreement are also intended to comply with be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation § 1.409A-1 (b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation § 1.409A-1(b)(4). (b) In the event the terms of this Agreement would subject the Executive to taxes or penalties under Section 409A of the Code (“Code Section 409A409A Penalties”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing), the Company makes no representations and the Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that such amendment shall not increase or reduce (in the payments and benefits provided under aggregate) the amounts payable to the Executive hereunder. Any taxable reimbursement payable to the Executive pursuant to this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Associate on or before Executive no later than the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) Executive incurred the reimbursable expense. Any amount of expenses eligible for taxable reimbursement, or such in-kind benefit provided, during a calendar year shall not affect the amount of such expenses eligible for reimbursement, or such in-kind benefit to be provided, during any other calendar year. The right to reimbursements such reimbursement or such in-kind benefits under pursuant to this Agreement shall not be subject to liquidation or exchange for another any other benefit. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. 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 of the Code. (c) If on the Severance Date of employment the Executive is a “specified employee” within the meaning of that term under Section 409A of the Code, then, notwithstanding any other provision herein, with regard to any payment or benefit that is properly treated as nonqualified deferred compensation under Section 409A of the Code (after taking into account all exclusions applicable to such payment or benefit) and is payable on account of such separation from service, such payment or benefit shall not be made or provided prior to the expiration of the earlier of the six-month period measured from the date of such separation from service, or the Executive’s death. All payments and benefits delayed pursuant to the preceding provisions of this Section 6.8 shall be paid to the Executive on the first payroll date following the end of the delay period.

Compliance with Section 409A. The payments due under this Agreement are intended Notwithstanding anything herein to comply the contrary, (i) if at the time of Executive’s termination of employment with the Company Executive is a “specified employee” as defined in Section 409A of the Code and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the payments to which Executive would otherwise be entitled during the first six months following his termination of employment shall be deferred and accumulated (“Code without any reduction in such payments or benefits ultimately paid or provided to Executive) for a period of six months from the date of termination of employment and paid in a lump sum on the first day of the seventh month following such termination of employment (or, if earlier, the date of Executive’s death), and (ii) if any other payments of money or other benefits due to Executive hereunder would cause the application of an accelerated or additional tax under Section 409A”) 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 restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an exemption thereunder accelerated or additional tax. Furthermore, the Company intends that this Agreement shall comply with Section 409A and shall be construed interpreted, operated and administered in accordance with Section 409A. Notwithstanding any accordingly. To the extent that reimbursements or other provision of in-kind benefits under this Agreement, payments of Agreement constitute “nonqualified deferred compensation” provided under this Agreement may only for purposes of Section 409A of the Code, (A) all expenses or other reimbursements hereunder shall be made upon an event and in a manner that complies with Code Section 409A on or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A prior to the maximum extent possible. To last day of the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if taxable year following the taxable year in which such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be were incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409AExecutive, each (B) any right to reimbursement or in-kind benefit provided under this Agreement benefits shall not be provided in accordance with the following: subject to liquidation or exchange for another benefit, and (iC) the amount of no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided, during each calendar provided in any taxable year cannot shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar taxable year; (ii) any reimbursement of an eligible expense shall be paid to the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. (a) The payments due and benefits provided under this Agreement are intended to comply with or be exempt from the requirements of Code Section 409A of and the Code regulations and guidance issued by the Internal Revenue Service (“Code IRS”) thereunder (“Section 409A”) or an exemption thereunder and shall be construed and administered interpreted in accordance with Section 409A. Notwithstanding such intent. To the extent any other provision of this Agreement, payments of “nonqualified deferred compensation” payment or benefit provided under this Agreement may only is subject to Section 409A, such benefit shall be made upon an event and provided in a manner that complies with Code Section 409A; provided, however, in no event shall any action to comply with Section 409A or an applicable exemptionreduce the aggregate amount payable to Executive hereunder unless expressly agreed in writing by Executive. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. (b) All reimbursements or provision of in-kind benefits pursuant to this Agreement shall be made in accordance with Treasury Regulation § 1.409A-3(i)(1)(iv) such that the reimbursement or provision will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. To Specifically, the extent Code Section 409A applies, each installment payment amount reimbursed or in-kind benefits provided under this Agreement during Executive’s taxable year may not affect the amounts reimbursed or provided in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be treated made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred, and the right to reimbursement or provision of in-kind benefit is not subject to liquidation or exchange for another benefit. (c) To the extent required to comply with Section 409A (as determined by the Company), if Executive is a separate payment. Any payments “specified employee,” as determined by the Company, as of “nonqualified deferred compensation” to be made his Termination Date, then all amounts due under this Agreement by reason that constitute a “deferral of compensation” within the meaning of Section 409A, that are provided as a termination result of employment shall only be made if such termination of employment constitutes a “separation from service” within the meaning of Section 409A, and that would otherwise be paid or provided during the first six months following Executive’s date of termination, shall be accumulated through and paid or provided on the first business day that is more than six months after Executive’s date of termination (or, if Executive dies during such six month period, within 90 days after Executive’s death). Each payment under Code this Agreement, including each payment in a series of installment payments, is intended to be a separate payment for purposes of Treasury Regulation § 1.409A-2(b). Any payments subject to Section 409A that are contingent upon execution of a release that may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as termination of employment) occurs shall commence payment only as soon as possible in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code are exempt from, or compliant with, Section 409A and in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate Executive on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.409A.

Compliance with Section 409A. The payments due under this This Agreement are is intended to comply with Section 409A of the Code (“Code Section 409A”) or an exemption thereunder and shall be construed interpreted, administered and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and operated in a manner consistent with that complies with Code Section 409A or an applicable exemptionintent. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due Notwithstanding anything herein to an involuntary the contrary, if at the time of the Executive’s separation from service with the Company the Executive is a “specified employee” as defined in Section 409A of the Code (and the regulations thereunder) and any payments or benefits otherwise payable hereunder as a short-term deferral result of such separation from service are subject to Section 409A of the Code, then the Company shall defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided) until the date that is six months following the Executive’s separation from service with the Company (or the earliest date as is permitted under Section 409A of the Code), and the Company shall pay any such delayed amounts in a lump sum at such time. If, in order to comply with Section 409A of the Code and Treas. Reg. §1.409A-3(f), some or all of the payments described in Section 10(b)(iii) are required to be paid in installments in the manner set forth in the CCE Executive Severance Plan as in effect on the date of the Closing, then such amounts shall be excluded from Code paid in such installments rather than in a lump sum. If any payments or other benefits due to the 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 restructured, to the maximum extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax. To the extent Code Section 409A applies, each installment Each payment provided made under this Agreement shall be treated designated as a “separate payment” within the meaning of Section 409A of the Code. Any payments References to “termination of “nonqualified deferred compensationemployment” to be made under and similar terms used in this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a are intended to refer to “separation from service” under within the meaning of Section 409A of the Code Section 409A. Notwithstanding to the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement extent necessary to comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefitCode.

Compliance with Section 409A. The payments due under this Agreement are intended Notwithstanding anything herein to comply the contrary, (i) if at the time of Executive’s Termination of Employment with the Company Executive is a “specified employee” as defined in Section 409A of the Code Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such Termination of Employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (“Code 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 the earliest date as is permitted under Section 409A”409A of the Code), (ii) or an exemption thereunder any reimbursements provided under the Agreement, including, but not limited to, in Sections 2.c., 8.a.(iii)(C) and 13(p), shall be construed and administered made no later than the end of Executive’s taxable year following Executive’s taxable year in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and which such expense was incurred; in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoingaddition, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses amounts eligible for reimbursement, or in-kind benefits to be provided, during any one taxable year under this Agreement may not affect the expenses eligible for reimbursement in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Associate on or before the last day of the calendar taxable year following the calendar year in which the expense was incurred; and under this Agreement, (iii) if any right other payments of money or other benefits due to reimbursements Executive hereunder could cause the application of an accelerated or in-kind 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 restructured, to the extent possible, in a manner, determined by the Board or any duly authorized committee thereof, that does not cause such an accelerated or additional tax or result in an additional cost to the Company, and (iv) if (x) any payment under this Agreement shall not be is subject to liquidation Section 409A and is conditioned upon Executive’s signing a release of claims and (y) the period for Executive to sign the release of claims (and any applicable period to revoke the release) starts in one calendar year and ends in the following calendar year, such payment will be made (or exchange for another benefitcommence) in the second calendar year, subject to any payment terms provided in this Agreement. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 13(o); provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto.

Compliance with Section 409A. The payments due under i. It is intended that this Agreement are intended shall conform with all applicable Section 409A requirements to the extent Section 409A applies to any provisions of the Agreement. Accordingly, in interpreting, construing or applying any provisions of the Agreement, the same shall be construed in such manner as shall meet and comply with Section 409A 409A, and in the event of the Code (“Code any inconsistency with Section 409A”) or an exemption thereunder and , the same shall be construed and administered in accordance with reformed so as to meet the requirements of Section 409A. Notwithstanding any other provision For purposes of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies409A, each installment payment provided made under this Agreement shall be treated as a separate payment. Any payment and the right to a series of installment payments of “nonqualified deferred compensation” to be made under this Agreement is to be treated as a right to a series of separate payments. In no event shall Executive, directly or indirectly, designate the calendar year of payment. Executive acknowledges that the Employer has not made, and does not make, any representation or warranty regarding the treatment of this Agreement or the benefits payable under this Agreement under federal, state or local income tax laws, including, but not limited to, Section 409A or compliance with the requirements thereof Neither Employer nor its directors, officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by Executive as a result of the application of Section 409A. ii. Notwithstanding 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 ("Non-Exempt Deferred Compensation") would otherwise be payable or distributable hereunder, such Non-Exempt Deferred Compensation will not be payable or distributable to Executive by reason of a termination such circumstance unless the circumstances giving rise to such payment event meet any description or definition of employment shall only be made if such termination of employment constitutes a “"separation from service” " in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under Code such definition). iii. To the extent Executive is a "specified employee" as defined in Section 409A. Notwithstanding 409A, notwithstanding the foregoingtiming of payment provided in any other Section of this Agreement, the Company makes no representations that the payments and benefits provided payment, distribution or benefit under this Agreement comply with Code that constitutes a distribution of deferred compensation (within the meaning of Section 409A 409A) upon separation from service (within the meaning of Section 409A), after taking into account all available exemptions, that would otherwise be payable, distributable or settled during the six-month period after separation from service, will be made during such six-month period, and in no event shall any such payment, distribution or benefit will instead be paid, distributed or settled on the Company be liable for all first business day after such six-month period; provided, however, that if Executive dies following the Termination Date and prior to the payment, distribution, settlement or any portion provision of any taxespayments, penalties, interest distributions or other expenses that may be incurred by the Associate benefits delayed on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement then such payments, distributions or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid or provided to the Associate on or before personal representative of Executive's estate within 30 days after the last day date of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefitExecutive's death.

Compliance with Section 409A. (a) The payments due Parties intend that any amounts payable under this Agreement are intended to Agreement, and the Company’s and the Executive’s exercise of authority or discretion hereunder, comply with the provisions of Section 409A of the Code Code, along with the rules, regulations and guidance promulgated thereunder by the Department of the Treasury or the Internal Revenue Service (collectively, “Code Section 409A”) so as not to subject the Executive to the payment of the additional tax, interest or an exemption thereunder and shall penalty which may be construed and administered in accordance with imposed under Section 409A. Notwithstanding In furtherance thereof, to the extent that any other provision of this AgreementAgreement would result in the Executive being subject to payment of additional tax, payments interest or penalty under Section 409A, the Parties agree to take reasonable efforts to amend this Agreement if permitted under Section 409A in a manner which does not impose any additional taxes, interest or penalties on Executive in order to bring this Agreement into compliance with Section 409A, without materially changing the economic value of “nonqualified deferred compensation” provided the arrangements under this Agreement may only be made upon an event to any Party, and thereafter the Parties will interpret its provisions in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, no particular tax result for the Company makes no representations that Executive with respect to any income recognized by the payments and benefits provided under Executive in connection with this Agreement comply with Code is guaranteed. (b) Notwithstanding any provisions of this Agreement to the contrary, if the Executive is a “specified employee” (within the meaning of Section 409A and in no event shall determined pursuant to any policies adopted by the Company be liable for all or consistent with Section 409A), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A) and if any portion of any the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A and cannot be paid or provided to the Executive without the Executive incurring taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code penalties under Section 409A, each reimbursement or in-kind benefit provided under amounts that would otherwise be payable pursuant to this Agreement shall and benefits that would otherwise be provided pursuant to this Agreement, in accordance with each case, during the following: six-month period immediately following the Executive’s Separation From Service will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s Separation From Service or (ii) the Executive’s death. (c) With respect to any amount of expenses eligible for reimbursement, reimbursement or the provision of any in-kind benefits providedunder this Agreement, during each calendar to the extent such payment or benefit would be considered deferred compensation under Section 409A or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed by the Executive no later than December 31st of the year cannot affect following the expenses eligible for reimbursement, year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided, provided by the Company in any other calendar year; (ii) any reimbursement one taxable year affect the amount of an eligible expense shall be paid to the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (d) Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A. (e) A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a Separation From Service, and notwithstanding anything contained herein to the contrary, the date on which such Separation From Service takes place will be the termination date.

Compliance with Section 409A. The payments due under (a) Anything in this Agreement are intended to comply with the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A”409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s separation from service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an exemption thereunder installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be construed and administered payable in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or their original schedule. (b) All in-kind benefit benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense this Agreement. All reimbursements shall be paid to the Associate on or before as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the calendar taxable year following the calendar taxable year in which the expense was incurred; and . The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (iii) except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursements reimbursement or in-kind benefits under this Agreement shall is not be subject to liquidation or exchange for another benefit. (c) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). (d) The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. (e) The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

Compliance with Section 409A. The payments due under Notwithstanding any other provisions of this Agreement, to the extent applicable, this Agreement are is intended to comply with Internal Revenue Code Section 409A and the regulations (or similar guidance) thereunder. To the extent any provision of this Agreement is contrary to or fails to address the Code (“requirements of Internal Revenue Code Section 409A”) or an exemption thereunder and , this Agreement shall be construed and administered as necessary to comply with such requirements. If the Executive is considered a “specified employee” (as defined in accordance with Internal Revenue Code Section 409A. Notwithstanding 409A and related Treasury Regulations) at the time of any other provision “separation from service” (as defined in Internal Revenue Code Section 409A and related Treasury Regulations) under Section 8.1 or Section 11.1 of this Agreement, payments a portion of “nonqualified deferred compensation” provided the amount payable to the Executive under this Agreement may only Section 8.1 or Section 11.1 shall be made upon an event and in a manner that complies delayed for six (6) months following the Executive’s Date of Termination to the extent necessary to comply with the requirements of Internal Revenue Code Section 409A or an applicable exemptionexemption therefrom. Any payments amounts payable to the Executive during such six (6) month period that are delayed due to the limitation in the preceding sentence shall be paid to the Executive in a lump sum during the seventh (7th) month following the Executive’s Date of Termination (or, if earlier, upon the Executive’s death). If, under this Agreement that may Agreement, an amount is to be excluded from paid in two or more installments, for purposes of Internal Revenue Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409Anot otherwise specified in the Agreement, each reimbursement or all reimbursements and in-kind benefit benefits provided under this Agreement shall be made or provided in accordance with the following: requirements of Section 409A of the Internal Revenue Code, including, where applicable, the requirement that (ia) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a short period specified in this Agreement); (b) the amount of expenses eligible for reimbursement, or in-in kind benefits to be provided, during each a calendar year canmay not affect the expenses eligible for reimbursement, or in-in kind benefits to be provided, in any other calendar year; (iic) any the reimbursement of an eligible expense shall be paid to the Associate on or before made no later than the last day of the calendar year following the calendar year in which the expense was is incurred; and (iiid) any the right to reimbursements reimbursement or in-in kind benefits under this Agreement shall is not be subject to liquidation or exchange for another benefit. In the event that this Agreement or payments hereunder shall be deemed not to be exempt from or to comply with Section 409A of the Internal Revenue Code, the neither the Company, the Board, the Committee nor its or their designees or agents shall be liable to the Executive or any other persons for actions, decisions or determinations made in good faith.

Compliance with Section 409A. The payments due under It is the intent of the parties that the provisions of this Agreement are intended to comply with Section 409A of the Code and the Treasury regulations and guidance issued thereunder (“Code "Section 409A”") and that this Agreement 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 a payment, or an exemption thereunder the settlement or deferral thereof, is subject to Section 409A, except as Employee and the Compensation and Human Capital Committee of the Board otherwise determines in writing, the payment shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreementpaid, payments of “nonqualified settled or deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to will meet the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments requirements of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each such that the payment, settlement or deferral shall not be subject to the 409A Penalties. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit provided under this Agreement shall is determined to be provided in accordance with the following: (i) subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefits providedbenefit, during each in one calendar year canshall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, reimbursement in any other calendar year; year (ii) except for any reimbursement of an eligible expense life-time or other aggregate limitation applicable to medical expenses), in no event shall any expenses be paid to the Associate on or before reimbursed after the last day of the calendar year following the calendar year in which the expense was incurred; Employee incurred such expenses, and (iii) in no event shall any right to reimbursements reimbursement or the provision of any in-kind benefits under this Agreement shall not benefit be subject to liquidation or exchange for another benefit. Any reference in this Agreement to "termination of employment," "terminates employment," or similar phrases shall have the same meaning as a "separation from service" under Section 409A. To extent that the Employee would otherwise be entitled to any payment or benefit under this Agreement or any plan or arrangement of the Company or its affiliates, that constitutes “deferred compensation” subject to Section 409A and that if paid during the six months beginning on the date of Employee’s termination of employment would be subject the 409A Penalties because the Employee is a “specified employee” (within the meaning of Section 409A and as determined from time to time by the Compensation and Human Capital Committee), the payment will be paid to the Employee 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 Employee’s death.

Compliance with Section 409A. The payments due under (a) It is intended that the PRSUs awarded pursuant to this Agreement are intended and the Cash Account be exempt from Section 409A, because it is believed that the Agreement does not provide for a deferral of compensation and accordingly that the Agreement does not constitute a nonqualified deferred compensation plan within the meaning of Section 409A. If and to the extent that the Company believes that the PRSUs (including, if applicable, the Acquirer RSUs) or rights to the Cash Account may constitute a “nonqualified deferred compensation plan” under Section 409A, the terms and conditions set forth in this Agreement (and/or the provisions of the Plan applicable thereto) shall be interpreted in a manner consistent with the applicable requirements of Section 409A, and the Company, in its sole discretion and without the consent of the Participant, may amend this Agreement (and the provisions of the Plan applicable thereto) if and to the extent that the Company determines necessary or appropriate to comply with applicable requirements of Section 409A. (b) If and to the extent required to comply with Section 409A 409A: (i) Payments or delivery of Shares (or, if applicable, consideration in respect of Acquirer RSUs) or cash in respect of the Code (“Code Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided Participant’s Cash Account under this Agreement may only not be made upon an event and earlier than (u) the Participant’s “separation from service”, (v) the date the Participant becomes “disabled”, (w) the Participant’s death, (x) a “specified time (or pursuant to a fixed schedule)” specified in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that at the date of the deferral of such compensation or (y) a “change in the ownership or effective control” of the corporation, or in the “ownership of a substantial portion of the assets” of the corporation; (ii) The time or schedule for any payment of the deferred compensation may not be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A accelerated, except to the maximum extent possible. To provided in applicable Treasury Regulations or other applicable guidance issued by the extent Code Section 409A appliesInternal Revenue Service; and (iii) If the Participant is a “specified employee”, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments distribution on account of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code may not be made before the date which is six (6) months after the date of the Participant’s “separation from service” (or, if earlier, the date of the Participant’s death). For purposes of the foregoing, the terms in quotations shall have the same meanings as those terms have for purposes of Section 409A. 409A, and the limitations set forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of Section 409A that are applicable to this Agreement. (c) Notwithstanding the foregoing, the Company makes no representations does not make any representation to the Participant that the payments and benefits provided under any consideration awarded pursuant to this Agreement comply with Code is exempt from, or satisfies, the requirements of Section 409A 409A, and in no event shall the Company be liable for all shall have no liability or other obligation to indemnify or hold harmless the Participant or any portion of beneficiary for any taxestax, penaltiesadditional tax, interest or penalties that the Participant or any beneficiary may incur in the event that any provision of this Agreement, or any amendment or modification thereof, or any other expenses action taken with respect thereto, that may be incurred either is consented to by the Associate on account Participant or that the Company reasonably believes should not result in a violation of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits is deemed to be provided, in violate any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.requirements of Section 409A.

Compliance with Section 409A. (a) The intent of the parties is that payments due and benefits under this Agreement are intended to comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreementand, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A accordingly, to the maximum extent possible. To the extent Code Section 409A appliespermitted, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” interpreted to be made under in compliance therewith. If Executive notifies the Company (with reasonable specificity as to the reason therefor) that Executive believes that any provision of this Agreement by reason (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with Executive, reform such provision to attempt to comply with Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A. To the extent that any provision hereof is modified in order to comply with Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit/burden to Executive and the Company of the applicable provision without violating the provisions of 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 any amounts or benefits upon or following a termination of employment shall only be made if unless such termination of employment constitutes is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A. Notwithstanding 409A(a)(2)(B) of the foregoingCode, then with regard to any payment or the Company makes no representations provision of any benefit that is specified as subject to this Section or that is otherwise considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits provided delayed pursuant to this Section 17(b) (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 Executive in a lump sum without interest, and any remaining payments and benefits due under this Agreement comply shall be paid or provided in accordance with Code Section 409A the normal payment dates specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and in no event shall the Company be liable for all expenses or any portion of any taxesin-kind benefits, penalties, interest or other expenses that may be incurred except as permitted by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each (i) the right to reimbursement or in-kind benefit provided under this Agreement benefits shall not be provided in accordance with the following: subject to liquidation or exchange for another benefit, (iii) the amount of expenses eligible for reimbursement, or in-kind benefits providedbenefits, provided during each calendar any taxable year canshall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar taxable year; , provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any reimbursement of an eligible expense arrangement covered by Internal Revenue 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 paid to the Associate made on or before the last day of the calendar Executive’s taxable year following the calendar taxable year in which the expense was incurred; and occurred. (iiid) any right to reimbursements or in-kind benefits Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall not be subject to liquidation or exchange for another benefitwithin the sole discretion of the Company.

Compliance with Section 409A. The payments due under this a. This Agreement are intended to comply with Section 409A of the Code (“Code Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or an applicable exemption from Code Section 409A. b. To the extent that any other provision of this Agreement, payments of “nonqualified deferred compensation” provided compensation payable under this Agreement may only be made upon an event and in a manner that complies with constitutes deferred compensation within the meaning of Code Section 409A or an applicable exemption. Any payments under and the Department of Treasury regulations and other guidance thereunder, (i) any provisions of this Agreement that may be excluded from Code provide for payment of compensation that is subject to Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment and that has payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement triggered by reason of a your termination of employment other than on account of your death shall be deemed to provide for payment that is triggered only be made if such termination of employment constitutes a by your “separation from service” under Code within the meaning of Treasury Regulation Section 409A. Notwithstanding §1.409A-1(h) (a “Section 409A Separation from Service”), (ii) if you are a “specified employee” within the foregoing, meaning of Treasury Regulation Section §1.409A-1(i) on the date of your Section 409A Separation from Service (with such status determined by the Company makes no representations in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the payments date of such Section 409A Separation from Service or in the absence of such rules established by the Company, under the default rules for identifying specified employees under Treasury Regulation Section 1.409A-1(i)), such compensation triggered by such Section 409A Separation from Service shall be paid to you six months following the date of such Section 409A Separation from Service (provided, however, that if you die after the date of such Section 409A Separation from Service, this six month delay shall not apply from and benefits provided under this Agreement after the date of your death), and (iii) to the extent necessary to comply with Code Section 409A and 409A, the definition of change in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses control that may be incurred by the Associate on account of non-compliance with applies under Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided 409A shall apply under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Associate on or before extent that it is more restrictive than the last day definition of Change in Control that would otherwise apply. You acknowledge and agree that the calendar year following Company has made no representation regarding the calendar year in which the expense was incurred; and (iii) tax treatment of any right to reimbursements or in-kind benefits payment under this Agreement shall not be subject and, notwithstanding anything else in this Agreement, that you are solely responsible for all taxes due with respect to liquidation or exchange for another benefitany payment under this Agreement.

Compliance with Section 409A. The payments due under this Agreement are intended Notwithstanding anything herein to comply the contrary, (i) if at the time of Executive’s Termination of Employment with the Company Executive is a “specified employee” as defined in Section 409A of the Code Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such Termination of Employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (“Code 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 the earliest date as is permitted under Section 409A”409A of the Code), (ii) or an exemption thereunder any reimbursements provided under the Agreement, including, but not limited to, in Sections 2.c, 8.a.(iii)(C) and 13(p), shall be construed and administered made no later than the end of Executive’s taxable year following Executive’s taxable year in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and which such expense was incurred; in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoingaddition, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses amounts eligible for reimbursement, or in-kind benefits to be provided, during any one taxable year under this Agreement may not affect the expenses eligible for reimbursement in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Associate on or before the last day of the calendar taxable year following the calendar year in which the expense was incurred; under this Agreement, and (iii) if any right other payments of money or other benefits due to reimbursements Executive hereunder could cause the application of an accelerated or in-kind 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 restructured, to the extent possible, in a manner, determined by the Board or any duly authorized committee thereof, that does not cause such an accelerated or additional tax or result in an additional cost to the Company. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Agreement Section 13(o); provided that neither the Company nor any of its employees or representatives shall not be subject have any liability to liquidation or exchange for another benefitExecutive with respect thereto.

Compliance with Section 409A. The (a) This Agreement and the benefits provided hereunder are intended to comply with, or otherwise be exempt from, the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations and other guidance promulgated thereunder (collectively, “Section 409A of the Code”), and the provisions of this Agreement shall be interpreted and construed to be consistent with this intent. Severance payments due provided under this Agreement are intended to comply with be exempt from Section 409A of the Code (under the “Code Section 409A”) separation pay” exception or an exemption thereunder and shall the “short-term deferral” exception, to the maximum extent applicable. All payments to be construed and administered in accordance with Section 409A. Notwithstanding any other provision made upon a termination of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement employment may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a Executive’s “separation from service” under Code Section 409A. Notwithstanding 409A of the foregoingCode. For purposes of Section 409A of the Code, Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements, periodic payments of Base Salary, 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 treated as a separate and distinct payment. In no event will Executive designate, directly or indirectly, the Company makes no representations that year of payment, subject to Section 409A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed at the time of Executive’s separation from service to be a “specified Executive” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of payments or benefits is required in order to avoid a prohibited distribution under Section 409A(a)(2), such portion of Executive’s payments or benefits to which Executive otherwise would become entitled hereunder shall not be made or paid to Executive prior to the earlier of (A) the expiration of the six (6)-month period measured from the date of Executive’s separation from service or (B) the date of Executive’s death. Upon the expiration of the applicable Section 409A(a)(2) deferral period, all payments deferred pursuant to this Section 7.8(b) shall be paid in a lump sum to Executive, and any remaining payments due under this Agreement shall be paid as otherwise specified herein. If Executive dies during the six-month period, any delayed payments shall be paid to the Executive’s estate. (c) All reimbursements to Executive under the terms of this Agreement shall be made following the submission of a reimbursement request by Executive. To the extent reimbursements and other in-kind benefits provided under this Agreement comply with Code constitute “nonqualified deferred compensation” for purposes of Section 409A of the Code, such reimbursements and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement benefits hereunder shall be made or provided in accordance with the following: requirements of Section 409A of the Code, including, where applicable, the requirement that (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an any eligible expense shall be paid to made no later than the Associate on or before the last day end of the calendar year following the calendar year in which the expense was is incurred; , (ii) the amount of expenses eligible for reimbursement to Executive under the terms of this Agreement and (iii) any right to reimbursements in-kind benefits payable during a calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits under this Agreement payable in another calendar year and (iii) no right to reimbursement or payment of in-kind benefits shall not be subject to liquidation or exchange for another any other payment or benefit. (d) To the extent permitted under Section 409A of the Code, the Company and Executive agree to negotiate in good faith to make amendments to this Agreement, as the parties mutually agree are necessary or desirable, to comply with or otherwise avoid the imposition of taxes, penalties or interest under Section 409A of the Code; provided, however, that in no event shall the Company be required to pay any additional monies or increase payments to Executive under the terms hereof. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except (i) where payment may be made within a certain period of time, the timing of payment within such period will be in the sole discretion of Company; and (ii) to the extent specifically permitted or required by Section 409A of the Code.

Compliance with Section 409A. The payments due under All compensation and benefits provided by this Agreement is intended to comply with or be exempt from Section 409A of the Code and this Agreement shall be interpreted, administered and operated in a manner consistent with that intent. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination from service with the Company the Executive is a “specified employee” as defined in Section 409A of the Code (and the regulations thereunder) and any payments or benefits otherwise payable hereunder as a result of such separation from service are intended “non-qualified deferred compensation” subject to Section 409A of the Code, then, to the extent necessary to comply with Section 409A of the Code, the Company shall defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided) until the date that is six months following the Executive’s termination from service with the Company (or the earliest date as is permitted under Section 409A of the Code), and the Company shall pay any such delayed amounts in a lump sum at such time. If, in order to comply with Section 409A of the Code (“Code Section 409A”) and Treas. Reg. §1.409A-3(f), some or an exemption thereunder and all of the payments described in this Agreement are required to be paid in installments, then such amounts shall be construed and administered paid in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and such installments rather than in a manner that complies with Code lump sum. If any payments or other benefits due to the Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or an applicable exemption. Any payments other benefits shall be deferred if deferral will make such payment or other benefits compliant under this Agreement that Section 409A of the Code, or otherwise such payment or other benefits may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A restructured, to the maximum extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax. To the extent Code permissible under Section 409A appliesof the Code, each installment payment provided hereunder required to be made in installments shall be deemed a series of separate payments, and each payment made under this Agreement shall be treated designated as a “separate payment” within the meaning of Section 409A of the Code. Any payments References to “termination of “nonqualified deferred compensationemployment” to be made under and similar terms used in this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a are intended to refer to “separation from service” under within the meaning of Section 409A of the Code Section 409A. Notwithstanding to the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement extent necessary to comply with Code Section 409A and in of the Code. In no event shall the Company be liable have any liability to the Executive for all or any portion of any taxes, penalties, penalties or interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid applied to the Associate on payments or before the last day benefits provided hereunder because of the calendar year following application of Section 409A of the calendar year in which the expense was incurred; and (iii) any right Code to reimbursements such payments or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefitbenefits.

Compliance with Section 409A. The payments due This Agreement and the amounts payable and other benefits provided under this Agreement are intended to comply with, or otherwise be exempt from, Section 409A of the Code, after giving effect to the exemptions in Treasury Regulation Section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A of the Code. If any provision of this Agreement is found not to comply with, or otherwise not be exempt from, the provisions of Section 409A of the Code, it shall be modified and given effect, in the sole discretion of the Compensation Committee and without requiring the Executive’s consent, in such manner as the Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code; provided, however, that in exercising its discretion under this Section 10, the Compensation Committee shall modify this Agreement or any amount payable or other benefits provided under this Agreement, in the least restrictive manner necessary. If this Agreement or any amount payable or other benefit provided under this Agreement shall be deemed not to comply with Section 409A of the Code (“Code Section 409A”) or an exemption thereunder and any related regulations or other guidance, then neither the Company, any Affiliate, the Compensation Committee or any of their designees or agents shall be construed liable to the Executive or other person for actions, decisions or determinations made in good faith. If a payment or benefit obligation under this Agreement arises on account of the Executive’s termination of employment and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of such payment or benefit obligation constitutes “nonqualified deferred compensation” provided (as defined under this Agreement may only be made upon an event and Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in a manner that complies with Code Treasury Regulation Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral 1.409A-1(b)(3) through (b)(12)), it shall be excluded from Code Section 409A to payable only after the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a Executive’s “separation from service” under Code (as defined in Treasury Regulation Section 409A. Notwithstanding 1.409A-1(h)); provided, however, that if the foregoingExecutive is a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)), any payment that is scheduled to be paid within six (6) months after such “separation from service” shall accrue without interest and shall be paid on the Company makes no representations date that is six (6) months after such “separation from service” or, in the payments case of a payment or benefit obligation payable in installments, on the first day of the seventh month beginning after the date of the Executive’s “separation from service” or, if earlier, within fifteen days after the Executive’s death (and benefits provided under this Agreement comply with Code Section 409A and in no event the payment on the first day of the seventh month beginning after the date of the Executive’s “separation from service” shall include any installments that would have been paid during such period after the Company be liable for all “separation from service” if the Executive was not a “specified employee.” With respect to any reimbursement of expenses of, or any portion provision of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit benefits to, the Executive as provided under in this Agreement Agreement, such reimbursement of expenses or provision of in-kind benefits shall be provided in accordance with subject to the followingfollowing limitations: (i) the amount of expenses eligible for reimbursement, reimbursement or the amount of in-kind benefits provided, during each calendar provided in one (1) taxable year canshall not affect the expenses eligible for reimbursement, reimbursement or the amount of in-kind benefits to be provided, provided in any other calendar taxable year, except for any medical reimbursement arrangements providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) any the reimbursement of an eligible expense shall be paid to made as specified in this Agreement and in no event later than the Associate on or before the last day end of the calendar year following the calendar year in which the such expense was incurred; incurred and (iii) any the right to reimbursements reimbursement or in-kind benefits under this Agreement benefit shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. The payments due This Agreement shall be interpreted to avoid any penalty sanctions under this Agreement are intended to comply with Section section 409A of the Code (“Code Section Code. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A”) , then such benefit or an exemption thereunder and payment shall be construed and administered provided in accordance with Section 409A. Notwithstanding any other provision full at the earliest time thereafter when such sanctions will not be imposed. For purposes of this Agreementsection 409A of the Code, all payments to be made upon a termination of “nonqualified deferred compensation” provided employment under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary “separation from service or as a short-service” within the meaning of such term deferral shall be excluded from Code Section under section 409A to of the maximum extent possible. To the extent Code Section 409A appliesCode, each installment payment provided made under this Agreement shall be treated as a separate payment. Any payment and the right to a series of installment payments of “nonqualified deferred compensation” to be made under this Agreement by reason is to be treated as a right to a series of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in separate payments. In no event shall the Company be liable for all Executive, directly or any portion indirectly, designate the calendar year of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or payment. All reimbursements and in-kind benefit benefits provided under this Agreement shall be made or provided in accordance with the following: requirements of section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each a calendar year canmay not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; , (iiiii) any the reimbursement of an eligible expense shall will be paid to the Associate made on or before the last day of the calendar year following the calendar year in which the expense was is incurred; , and (iiiiv) any the right to reimbursements reimbursement or in-kind benefits under this Agreement shall is not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. The payments due under this Agreement are intended Notwithstanding anything herein to comply the contrary, (i) if at the time of Executive’s Termination of Employment with the Company Executive is a “specified employee” as defined in Section 409A of the Code Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such Termination of Employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (“Code 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 the earliest date as is permitted under Section 409A”409A of the Code), (ii) or an exemption thereunder any reimbursements provided under the Agreement, including, but not limited to, in Sections 8.a.(iii)(c) and 13(p), shall be construed and administered made no later than the end of Executive’s taxable year following Executive’s taxable year in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and which such expense was incurred; in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoingaddition, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses amounts eligible for reimbursement, or in-kind benefits to be provided, during any one taxable year under this Agreement may not affect the expenses eligible for reimbursement in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Associate on or before the last day of the calendar taxable year following the calendar year in which the expense was incurred; under this Agreement, and (iii) if any right other payments of money or other benefits due to reimbursements Executive hereunder could cause the application of an accelerated or in-kind 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 restructured, to the extent possible, in a manner, determined by the Board or any duly authorized committee thereof, that does not cause such an accelerated or additional tax or result in an additional cost to the Company. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Agreement Section 13(o); provided that neither the Company nor any of its employees or representatives shall not be subject have any liability to liquidation or exchange for another benefitExecutive with respect thereto.

Compliance with Section 409A. (a) The payments due Parties intend that any amounts payable under this Agreement are intended to comply with with, or be exempt from, the provisions of Section 409A of the Code Code, along with the rules, regulations and guidance promulgated thereunder by the Department of the Treasury or the Internal Revenue Service (collectively, “Code Section 409A”) so as not to subject the Executive to the payment of the additional tax, interest or an exemption thereunder and shall penalty which may be construed and administered in accordance with imposed under Section 409A. Notwithstanding In furtherance thereof, to the extent that any other provision of this AgreementAgreement would result in the Executive being subject to payment of additional tax, payments interest or penalty under Section 409A, the Parties agree to amend this Agreement if permitted under Section 409A in a manner which does not impose any additional taxes, interest or penalties on Executive in order to bring this Agreement into compliance with Section 409A, without materially changing the economic value of “nonqualified deferred compensation” provided the arrangements under this Agreement may only be made upon an event to any Party, and thereafter the Parties will interpret its provisions in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Agreement is guaranteed and no member of the Company makes no representations that Group shall have any liability to the payments and benefits provided Executive for any penalties or taxes incurred under Section 409A as a result of this Agreement. (b) Notwithstanding any provisions of this Agreement comply with Code to the contrary, if the Executive is a “specified employee” (within the meaning of Section 409A and in no event shall determined pursuant to any policies adopted by the Company be liable for all or consistent with Section 409A), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A) and if any portion of any the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A and cannot be paid or provided to the Executive without the Executive incurring taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code penalties under Section 409A, each reimbursement or in-kind benefit provided under amounts that would otherwise be payable pursuant to this Agreement shall and benefits that would otherwise be provided pursuant to this Agreement, in accordance with each case, during the following: six-month period immediately following the Executive’s Separation From Service will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s Separation From Service or (ii) the Executive’s death. (c) With respect to any amount of expenses eligible for reimbursement, reimbursement or the provision of any in-kind benefits providedunder this Agreement, during each calendar to the extent such payment or benefit would be considered deferred compensation under Section 409A or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed by the Executive no later than December 31st of the year cannot affect following the expenses eligible for reimbursement, year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided, provided by the Company in any other calendar year; (ii) any reimbursement one taxable year affect the amount of an eligible expense shall be paid to the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (d) Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A. (e) A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a Separation From Service, and notwithstanding anything contained herein to the contrary, the date on which such Separation From Service takes place will be the termination date.

Compliance with Section 409A. (i) The intent of the parties is that payments due and benefits under this Agreement are intended to comply with Internal Revenue Code Section 409A of and the Code regulations and guidance promulgated thereunder (collectively “Code Section 409A”) or an exemption thereunder so as not to subject Executive to the payment of the additional tax, interest and shall any tax penalty which may be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided imposed under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A and, accordingly, to the maximum extent possible. To the extent Code Section 409A appliespermitted, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” interpreted and administered to be made under in compliance therewith. (ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement by reason providing for the payment of any amounts or benefits upon or following a termination of employment shall only be made if unless such termination of employment constitutes is also a “separation from service” under Code Section 409A. Notwithstanding within the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with meaning of Code Section 409A and in no event shall the Company be liable and, for all or any portion purposes of any taxessuch provision of this Agreement, penalties, interest references to a “termination,” “termination of employment,” “termination of the Employment Period” or like terms shall mean “separation from service.” (iii) All expenses or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided reimbursements under this Agreement 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 (provided in accordance with the following: (i) the amount of expenses eligible for reimbursementthat if any such reimbursements constitute taxable income to Executive, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense such reimbursements shall be paid to the Associate on or before the last day no later than March 15th of the calendar year following the calendar year in which the expense was expenses to be reimbursed were incurred; ), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (iiiiv) any For purposes of Code Section 409A, Executive’s right to reimbursements or in-kind benefits receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall not be subject to liquidation or exchange for another benefitmade within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Compliance with Section 409A. The payments due under 1. To the extent this Agreement are transition agreement provides for compensation that is deferred compensation subject to Section 409A, it is intended that you not be subject to comply with Section 409A the imposition of the Code taxes and penalties (“Code 409A Penalties”) under Section 409A”) or an exemption thereunder , and this transition agreement shall be construed and administered in accordance with Section 409A. that intent. 2. Notwithstanding any other provision in this transition agreement, if as of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in the date on which you incur a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or within the meaning of Section 409A, you are a “specified employee” as a short-term deferral shall be excluded from Code Section 409A determined by the Company, then to the maximum extent possible. To any amount payable or benefit provided to you that the extent Code Section 409A applies, each installment payment provided under this Agreement shall Company reasonably determines would be treated as a separate payment. Any payments of “nonqualified deferred compensation” compensation within the meaning of Section 409A, for which payment is triggered by your separation from service (other than on account of death), and that under the terms of this transition agreement would be payable on or prior to be made under this Agreement by reason the six-month anniversary of a termination of employment shall only be made if such termination of employment constitutes a “your separation from service” under Code Section 409A. Notwithstanding , such payment or benefit shall be delayed until the foregoingearlier to occur of (a) the day after the six-month anniversary of such separation from service, or (b) the Company makes no representations that the payments and benefits provided date of your death. 3. With respect to any reimbursements under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxestransition agreement, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each such reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Associate made on or before the last day of the calendar year following the calendar year you in which the expense was incurred; subject to timely submission of proper substantiation in accordance with the Company’s policies and (iii) procedures therefor. 4. The amount of any right to reimbursements or expenses eligible for reimbursement of the amount of any in-kind benefits provided, as the case may be, under this Agreement transition agreement during any calendar year shall not affect the amount of expenses eligible for reimbursement or the amount of any in-kind benefits provided during any other calendar year. The right to reimbursement or to any in-kind benefit pursuant to this transition agreement shall not be subject to liquidation or exchange for another any other benefit. 5. If under this transition agreement, an amount is to be paid in two or more installments or two or more monthly payments, then for purposes of Code Section 409A, each installment shall be treated as a separate payment. 6. If payment of any amount of deferred compensation subject to Section 409A is contingent upon your execution of a release and waiver of claims, and if the period within which you must sign and not revoke the release and waiver of claims would begin in one calendar year and expire in the following calendar year, then any payments contingent on such employment-related action shall be made (or commence) in such following calendar year (regardless of the year of execution of such release) if payment in such following calendar year is required in order to avoid 409A Penalties. 7. You acknowledge that notwithstanding this Section 10.C. or any other provision of this transition agreement, the Company and its affiliates are not providing you with any tax advice with respect to Section 409A or otherwise, and are not making any guarantees or other assurances of any kind to you with respect to the tax consequences or treatment of any amounts paid or payable to you under this transition agreement or your equity award agreements. You are solely responsible for the payment of taxes, including any 409A Penalties.

Compliance with Section 409A. The payments due under this a. This Agreement are intended to comply with Section 409A of the Code (“Code Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or an applicable exemption from Code Section 409A. b. To the extent that any other provision of this Agreement, payments of “nonqualified deferred compensation” provided compensation payable under this Agreement may only be made upon an event and in a manner that complies with constitutes deferred compensation within the meaning of Code Section 409A or an applicable exemption. Any payments under and the Department of Treasury regulations and other guidance thereunder, (i) any provisions of this Agreement that may be excluded from Code provide for payment of compensation that is subject to Section 409A either as separation pay due to an involuntary and that has payment triggered by your separation from service or as a short-term deferral other than on account of your death shall be excluded from Code Section 409A deemed to the maximum extent possible. To the extent Code Section 409A applies, each installment provide for payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement that is triggered only by reason of a termination of employment shall only be made if such termination of employment constitutes a your “separation from service” under Code within the meaning of Treasury Regulation Section 409A. Notwithstanding §1.409A-1(h) (a “Section 409A Separation from Service”), (ii) if you are a “specified employee” within the foregoing, meaning of Treasury Regulation Section §1.409A-1(i) on the date of your Section 409A Separation from Service (with such status determined by the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with rules established by the following: (i) Company in writing in advance of the amount “specified employee identification date” that relates to the date of expenses eligible such Section 409A Separation from Service or in the absence of such rules established by the Company, under the default rules for reimbursementidentifying specified employees under Treasury Regulation Section 1.409A-1(i)), or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense such compensation triggered by such Section 409A Separation from Service shall be paid to the Associate on or before the last day of the calendar year you six months following the calendar year in which date of such Section 409A Separation from Service (provided, however, that if you die after the expense was incurreddate of such Section 409A Separation from Service, this six month delay shall not apply from and after the date of your death); and (iii) any right to reimbursements or in-kind benefits the extent necessary to comply with Code Section 409A, the definition of change in control that applies under Code Section 409A shall apply under this Agreement shall not be subject to liquidation or exchange the extent that it is more restrictive than the definition of Change in Control that would otherwise apply. You acknowledge and agree that the Company has made no representation regarding the tax treatment of any payment under this Agreement and, notwithstanding anything else in this Agreement, that you are solely responsible for another benefitall taxes due with respect to any payment under this Agreement.

Compliance with Section 409A. The To the extent (i) any payments due or benefits to which the Executive becomes entitled under this Agreement are intended Agreement, or under any other agreement or Company plan, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to comply with Section 409A of the Internal Revenue Code and the regulations promulgated thereunder (“Code Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision (ii) the Executive is deemed at the time of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes to be a “specified employee” under Section 409A, then such payments shall not be made or commence until the earliest of (A) the expiration of the six (6) month period measured from the date of the Executive’s “separation from service” (as such term is defined in Section 409A) from the Company; or (B) the date of the Executive’s death following such separation from service. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum (without interest). Any termination of the Executive’s employment is intended to constitute a “separation from service” under Code Section 409A. Notwithstanding and will be determined consistent with the foregoingrules relating to a “separation from service”. It is intended that payments hereunder satisfy, to the greatest extent possible, the Company makes no representations that exemptions from the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion application of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code that any provision of this Agreement is ambiguous as to its compliance with Section 409A, each the provision will be read in such a manner so that payments hereunder are exempt from, or otherwise comply with, Section 409A. To the extent any expense reimbursement or the provision of any in-kind benefit provided under this Agreement shall is determined to be provided in accordance with the following: (i) subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefits providedbenefit, during each in one calendar year canshall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, reimbursement in any other calendar year; taxable year (ii) except for any reimbursement of an eligible expense lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be paid to the Associate on or before reimbursed after the last day of the calendar year following the calendar year in which the expense was such expenses were incurred; , and (iii) in no event shall any right to reimbursements reimbursement or the provision of any in-kind benefits under this Agreement shall not benefit be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. The payments due Company and Executive intend that any amounts or benefits payable or provided under this Agreement are intended to shall comply with Section section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (“Code Section 409A”) or an exemption thereunder so as not to subject Executive to the payment of the tax, interest and any tax penalty which may be imposed under Section 409A. The provisions of this Agreement shall be construed interpreted and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A. The Company will not take any action or omit to take any action that would expose any payment or benefit to Executive to additional tax under Section 409A. In furtherance thereof, to the extent that any provision hereof would otherwise result in Executive being subject to payment of tax, interest and tax penalty under Section 409A, the Company and Executive agree to negotiate reasonably and in good faith to amend this Agreement in a manner that brings this Agreement into compliance with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A and preserves to the maximum extent possible. To possible economic value to the extent Code Section 409A applies, each installment relevant payment provided or benefit under this Agreement to Executive. Each payment in a series of payments or installments hereunder shall be treated as a separate payment. Any payments payment for purposes of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code that a reimbursement amount is subject to Section 409A, each the Company will pay Executive the reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursementdue, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be providedif any, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Associate on or event before the last day of the calendar Executive’s taxable year following the calendar taxable year in which the expense was incurred; and (iii) . Executive’s rights to any right to reimbursements or in-kind benefits under this Agreement shall are not be subject to liquidation or exchange for another benefit. The amount of expense reimbursements for which Executive is eligible during any taxable year will not affect the amount of any expense reimbursements for which Executive is eligible in any other taxable year. Notwithstanding anything contained herein to the contrary, (i) in no event shall the Termination Date occur until Executive experiences a “separation from service” within the meaning of Section 409A and the date upon which separation from service takes place shall be the “Termination Date” and (ii) in the event Executive is a “specified employee” (within the meaning of Section 409A) as of the date of his separation from service, amounts and benefits that are properly treatable as deferred compensation (within the meaning of Section 409A, and after taking into account all exclusions applicable to such payment under Section 409A) that would otherwise be payable or provided hereunder shall not be made prior to the first business day after the earlier of (x) the expiration of six months from the date of Executive’s separation from service for any reason other than death or (ii) the date of Executive’s death (such first business day, the “Delayed Payment Date”). On the Delayed Payment Date, the Company shall pay to Executive or, if has died, to his estate, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence.

Compliance with Section 409A. The payments due under this 12.1 This Agreement are is intended to comply with the requirements of Section 409A of the Internal Revenue Code (the “Code Section 409ACode”) or an exemption thereunder ), and the regulations and other guidance promulgated thereunder. Accordingly, all provisions herein shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due interpreted to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event if necessary, any such provision shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance deemed amended to comply with Code Section 409A. To 409A and the extent required regulations and other guidance promulgated thereunder. 12.2 Any payments to which Employee becomes entitled under this Agreement, including without limitation, under Section 2.4 hereof, shall be treated as the right to receive a series of separate payments for purposes of Code Section 409A. 12.3 Section 12.1 above shall not be construed as a guarantee by Employer of any particular tax effect to Employee under this Agreement, however. Employer shall not be liable to Employee if any payment or benefit made or provided under this Agreement is determined to result in additional tax, penalty or interest under Code Section 409A, each reimbursement nor for reporting to the Internal Revenue Service or in-kind other taxing authority in good faith any payment or benefit made or provided under this Agreement shall as an amount includible in gross income under Section 409A or as a violation of Section 409A. 12.4 Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits payable to Employee pursuant to Sections 2.3 and/or 2.4 of this Agreement, if any, that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Code Section 409A (together, the “Deferred Compensation Separation Benefits”) will be provided payable until Employee has a “Separation from Service” (within the meaning of Code Section 409(a)(2)(A)(i)). Similarly, no amount payable to Employee pursuant to Sections 2.3 and/or 2.4 of this Agreement, if any, that would not be payable to Employee other than as a result of Employee’s Separation from Service and that otherwise would be exempt from Code Section 409A will be payable until Employee has a Separation from Service. 12.5 Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Code Section 409A at the time of Employee’s Separation from Service (other than due to death), any Deferred Compensation Separation Benefits payable to Employee (if any) pursuant to Sections 2.3 and/or 2.4 of this Agreement that would otherwise have been payable within the first six (6) months following Employee’s Separation from Service will be payable (without interest) on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s Separation from Service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the followingpayment schedule set forth herein that is applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following Employee’s Separation from Service but prior to the six (6) month anniversary of Employee’s Separation from Service, then any payments delayed in accordance with this Section 12.5 will be payable (without interest) in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule set forth herein that is applicable to each payment or benefit. 12.6 With respect to any reimbursement of expenses to which Employee is entitled under this Agreement, or any provision of in-kind benefits to Employee as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (i) the amount of expenses eligible for reimbursement, reimbursement or the amount of in-kind benefits provided, during each calendar provided in one taxable year canshall not affect the expenses eligible for reimbursement, reimbursement or the amount of in-kind benefits to be provided, provided in any other calendar taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code, solely to the extent that the arrangement provides for a limit on the amount of expenses that may be reimbursed under such arrangement over some or all of the period in which the reimbursement arrangement remains in effect; (ii) any the reimbursement of an eligible expense shall be paid to made no later than the Associate on or before the last day end of the calendar year following after the calendar year in which the such expense was incurred; and (iii) any the right to reimbursements reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. (a) The payments due Parties intend that any amounts payable under this Agreement are intended to Agreement, and the Company’s and the Executive’s exercise of authority or discretion hereunder, comply with the provisions of Section 409A of the Code Code, along with the rules, regulations and guidance promulgated thereunder by the Department of the Treasury or the Internal Revenue Service (collectively, “Code Section 409A”) so as not to subject the Executive to the payment of the additional tax, interest or an exemption thereunder and shall penalty which may be construed and administered in accordance with imposed under Section 409A. Notwithstanding In furtherance thereof, to the extent that any other provision of this AgreementAgreement would result in the Executive being subject to payment of additional tax, payments interest or penalty under Section 409A, the Parties agree to amend this Agreement if permitted under Section 409A in a manner which does not impose any additional taxes, interest or penalties on Executive in order to bring this Agreement into compliance with Section 409A, without materially changing the economic value of “nonqualified deferred compensation” provided the arrangements under this Agreement may only be made upon an event to any Party, and thereafter the Parties will interpret its provisions in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, no particular tax result for the Company makes no representations that Executive with respect to any income recognized by the payments and benefits provided under Executive in connection with this Agreement comply with Code is guaranteed. (b) Notwithstanding any provisions of this Agreement to the contrary, if the Executive is a “specified employee” (within the meaning of Section 409A and in no event shall determined pursuant to any policies adopted by the Company be liable for all or consistent with Section 409A), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A) and if any portion of any the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A and cannot be paid or provided to the Executive without the Executive incurring taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code penalties under Section 409A, each reimbursement or in-kind benefit provided under amounts that would otherwise be payable pursuant to this Agreement shall and benefits that would otherwise be provided pursuant to this Agreement, in accordance with each case, during the following: six-month period immediately following the Executive’s Separation From Service will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s Separation From Service or (ii) the Executive’s death. (c) With respect to any amount of expenses eligible for reimbursement, reimbursement or the provision of any in-kind benefits providedunder this Agreement, during each calendar to the extent such payment or benefit would be considered deferred compensation under Section 409A or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed by the Executive no later than December 31st of the year cannot affect following the expenses eligible for reimbursement, year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided, provided by the Company in any other calendar year; (ii) any reimbursement one taxable year affect the amount of an eligible expense shall be paid to the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (d) Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A. (e) A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a Separation From Service, and notwithstanding anything contained herein to the contrary, the date on which such Separation From Service takes place will be the date of termination of employment.

Compliance with Section 409A. The payments due under (a) It is intended that compensation paid and benefits delivered to Executive pursuant to this Agreement are intended to comply with shall be either paid in compliance with, or exempt from, Code Section 409A of the Code (“Code Section 409A”) so as not to subject Executive to payment of interest or an exemption thereunder any tax under Section 409A, and this Agreement shall be construed construed, interpreted and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemptionaccordingly. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each Executive’s right to receive any installment payment provided under pursuant to this Agreement (if any) shall be treated as a right to receive a series of separate payment. and distinct payments for purposes of Section 409A. Any payments of “nonqualified deferred compensation” payment to be made under this Agreement by reason of upon a termination of employment shall only be made if such termination of employment constitutes upon a “separation from service” under Code Section 409A. Notwithstanding the foregoing, in the event this Agreement or any compensation paid or benefits delivered to Executive hereunder is deemed to be subject to Section 409A, the Company makes no representations that shall adopt such conforming amendments as the payments and benefits provided under this Agreement Company deems necessary, in its reasonable discretion, to comply with Code Section 409A and in avoid the imposition of taxes under Section 409A. In no event shall the Company Company, the Board, the Compensation Committee of the Board, any employee of the Company, or any adviser of any of the foregoing be liable for all or any portion of any taxes, penalties, interest interest, or other expenses that may be incurred by the Associate Executive on account of non-compliance with Code Section 409A. To 409A. (b) Notwithstanding any provision in the extent required by Code Agreement to the contrary, if any payment or benefit provided to Executive in connection with Executive’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and Executive is determined to be a “specified employee” (as defined in Section 409A), each then such payment or benefit shall not be paid until the first payroll date following the six-month anniversary of the Termination Date or, if earlier, the first payroll date following Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise be paid before the Specified Employee Payment Date shall be paid, without interest, in a lump sum on the Specified Employee Payment Date, and thereafter any remaining payments, if any, shall be paid without delay in accordance with their original schedule. (c) Notwithstanding any provision in the Agreement to the contrary, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (i) the expenses eligible for reimbursement or in-kind benefit provided under this Agreement benefits in one taxable year shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, reimbursement or in-kind benefits to be provided, in any other calendar taxable year; (ii) any the reimbursement of an eligible expense expenses or in-kind benefits shall be paid made promptly, subject to the Associate on or before Company’s applicable policies, but in no event later than the last day end of the calendar year following after the calendar year in which the such expense was incurred; and (iii) any the right to reimbursements reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. The payments due Notwithstanding anything to the contrary in this Agreement, if Executive is determined by the Company to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of his separation from service with the Company and if any payment or benefit to which he shall become entitled to under this Agreement are intended would be considered deferred compensation subject to comply with interest and additional tax imposed pursuant to Section 409A 409A(a) of the Code (“Code as a result of the application of Section 409A”409A(a)(2)(B)(i) of the Code, no such payment or an exemption thereunder and benefit payable or provided to Executive shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” paid or provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A Executive prior to the maximum extent possible. To earlier of (i) the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments expiration of “nonqualified deferred compensation” to be made under this Agreement by reason the six (6) month period following the date of a termination of employment shall only be made if such termination of employment constitutes a Executive’s “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with (as such term is defined by Code Section 409A and the regulations promulgated thereunder), or (ii) the date of Executive’s death, but only to the extent such delayed commencement is otherwise required in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with order to avoid a prohibited distribution under Code Section 409A. To 409A(a)(2). The payments and benefits to which Executive would otherwise be entitled during the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement first six (6) months following his separation from service shall be provided accumulated and paid or provided, as applicable, in a lump sum, on the first payroll date that is six (6) months and one day following Executive’s separation from service and any remaining payments or benefits will be paid in accordance with the following: (i) normal payment dates specified for them herein. Further, if any insurance or benefits continued by the amount Company pursuant to this Agreement are taxable to Executive, any payment by the Company for any such insurance or benefits shall equal the cost of expenses eligible for reimbursementsuch insurance or benefit, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid on a monthly basis and shall comply with the requirement that non-qualified deferred compensation be paid on a specified date or pursuant to a fixed schedule.” 6. Except as expressly provided herein, no other modifications or amendments to the Associate on or before Agreement are being made and, with the last day exception of the calendar year following amendment set forth herein, the calendar year in which terms and conditions of the expense was incurred; Agreement are hereby ratified and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefitconfirmed.

Compliance with Section 409A. The payments due under this (a) This Agreement are is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) or an exemption thereunder and shall be construed and administered interpreted in accordance with Section 409A. Notwithstanding such intent. To the extent any other provision of this Agreement, payments of “nonqualified deferred compensation” payment or benefit provided under this Agreement may only is subject to Section 409A, such benefit shall be made upon an event and provided in a manner that complies with Code Section 409A, including any IRS guidance promulgated with respect to Section 409A; provided, however, in no event shall any action to comply with Section 409A reduce the aggregate amount payable to Executive hereunder unless expressly agreed in writing by Executive. (b) All reimbursements or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due provision of in-kind benefits pursuant to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as made in accordance with Treasury Regulation § 1.409A-3(i)(1)(iv) such that the reimbursement or provision will be deemed payable at a separate paymentspecified time or on a fixed schedule relative to a permissible payment event. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoingSpecifically, the Company makes no representations that the payments and amount reimbursed or in-kind benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that during Executive’s taxable year may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, amounts reimbursed or in-kind benefits to be provided, provided in any other calendar year; taxable year (ii) any except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be paid to the Associate made on or before the last day of the calendar Executive’s taxable year following the calendar taxable year in which the expense was incurred; , and (iii) any the right to reimbursements reimbursement or provision of in-kind benefits under this Agreement shall benefit is not be subject to liquidation or exchange for another benefit. (c) To the extent required to comply with Section 409A (as determined by the Company), if Executive is a “specified employee,” as 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 Section 409A, that are provided as a result of a “separation from service” within the meaning of Section 409A, and that would otherwise be paid or provided during the first six months following Executive’s date of termination, shall be accumulated through and paid or provided on the first business day that is more than six months after Executive’s date of termination (or, if Executive dies during such six month period, within 90 days after Executive’s death). Each payment under this Agreement, including each payment in a series of installment payments, is intended to be a separate payment for purposes of Treas. Reg. § 1.409A-2(b).

Compliance with Section 409A. The payments due under this This Agreement are is intended to comply with Section 409A of the Code (“Code Section 409A”) or an exemption thereunder and shall will be construed interpreted, administered and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and operated in a manner consistent with that complies with Code Section 409A or an applicable exemptionintent. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due Notwithstanding anything herein to an involuntary the contrary, if at the time of your separation from service with the Company you are a “specified employee” as defined in Section 409A of the Code (and the regulations thereunder) and any payments or benefits otherwise payable hereunder as a short-term deferral result of such separation from service are subject to Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to you) until the date that is six months following your separation from service with the Company (or the earliest date as is permitted under Section 409A of the Code), and the Company will pay any such delayed amounts in a lump sum at such time. If any other payments of money or other benefits due to you hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be excluded from Code 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 restructured, to the maximum extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits due to you under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to you in a manner consistent with Treas. Reg. Section 1.409A-3(i)(l)(iv). Each payment made under this Agreement shall not be subject designated as a “separate payment” within the meaning of Section 409A of the Code. References to liquidation “termination of employment” and similar terms used in this Agreement are intended to refer to “separation from service” within the meaning of Section 409A of the Code to the extent necessary to comply with Section 409A of the Code. The Company shall consult with you in good faith regarding the implementation of the provisions of this Section 10.15; provided that neither the Company nor any of its employees or exchange for another benefitrepresentatives shall have any liability to you with respect to thereto.

Compliance with Section 409A. The payments due under this This Agreement are is intended to comply with with, or be exempt from, the requirements of Section 409A of the Code and the regulations promulgated thereunder (together, “Code Section 409A”) or an exemption thereunder and ). Accordingly, all provisions herein shall be construed and administered interpreted to comply with, or to be exempt from, Section 409A. This Agreement may be amended at any time by the Company, without the consent of the Participant, to avoid the application of Section 409A in accordance with a particular circumstance or that is necessary or desirable to satisfy any of the requirements under Section 409A, but the Company shall not be under any obligation to make any such amendment. Nothing in this Agreement shall provide a basis for any person to take action against the Company or any of its Subsidiaries or Affiliates based on matters covered by Section 409A, including the tax treatment of any amount paid or Performance Shares granted under this Agreement, and neither the Company nor any of its Subsidiaries or Affiliates shall under any circumstances have any liability to Participant or his or her estate or any other party for any taxes, penalties or interest due on amounts paid or payable under this Agreement, including taxes, penalties or interest imposed under Section 409A. Notwithstanding any other provision of to the contrary in this Agreement, payments if shares of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A Common Stock or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service other amounts become issuable or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made distributable under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a the Participant’s “separation from service,” under Code Section 409A. Notwithstanding within the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion meaning of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement and the Participant is a “specified employee,” within the meaning of Section 409A, at the time of such “separation from service,” the shares of Common Stock shall not be issued or in-kind benefit provided under this Agreement shall be provided in accordance with distributed to the following: Participant prior to the earlier of (i) the amount first day of expenses eligible for reimbursement, the seventh (7th) month following the date of the Participant’s Separation from Service or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) the date of the Participant’s death, if such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i). Upon the expiration of the applicable Section 409A(a)(2)(B)(i) deferral period, any reimbursement shares of an eligible expense Common Stock underlying the Performance Shares issued pursuant to this Agreement, the delivery of which is deferred pursuant to this Section 11, shall be paid issued or distributed (without interest) to the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefitParticipant.

Compliance with Section 409A. The payments due under parties acknowledge and agree that, to the extent applicable, this Agreement are intended shall be interpreted in accordance with, and the parties agree to comply with use their best efforts to achieve timely compliance with, Section 409A of the Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder (“Code Section 409A”), including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that anything provided hereunder may be subject to Section 409A, the Company reserves the right (without any obligation to do so or to indemnify the Participant for failure to do so) to adopt such limited amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company reasonably determines are necessary or an exemption thereunder and shall be construed and administered in accordance appropriate to (a) exempt the RSU Award under this Agreement from Section 409A and/or preserve the intended tax treatment of the RSU Award provided with respect to this Agreement or (b) comply with the requirements of Section 409A. Notwithstanding any other provision of in this AgreementAgreement to the contrary, payments of “if and to the extent that any amount payable hereunder constitutes deferred compensation (or may be nonqualified deferred compensation” provided ) under this Agreement may only Section 409A and such deferral is required to comply with the requirements of Section 409A (and not exempt therefrom), then: (a) to the extent required by Section 409A any references to termination of employment (or similar references) shall be deemed a reference to a "separation from service" within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; and (b) if Participant is determined to be a "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the Code, then no payment that is payable on account of Participant's "separation from service" shall be made upon an event and in a manner before the date that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary is at least six months after Participant's "separation from service service" (or as a short-term deferral if earlier, the date of Participant's death), but rather all such payments shall be excluded made on the date that is five business days after the expiration of that six month period. For the avoidance of doubt, no payment shall be delayed for six months after Participant's "separation from Code service" if it constitutes a "short term deferral" within the meaning of Section 409A 1.409A-1(a)(4) of the Department of Treasury Regulations. For purposes of Section 409A, Participant's right to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement receive payments hereunder shall be treated as a right to receive a series of separate paymentand distinct payments. Any payments The determination of “nonqualified deferred compensation” to whether Participant is a "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of Participant's separation from service shall be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount terms of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.Section 409A.

Compliance with Section 409A. The payments due under To the extent applicable, this Agreement are intended to comply shall be interpreted, construed, and administered in conformity with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (“Code Section 409A”) and the regulations and other guidance issued thereunder, including the applicable exemptions. In the event that any payment or an exemption thereunder distribution to be made hereunder constitutes “deferred compensation” subject to Section 409A and Executive is determined to be a specified employee (as defined in Section 409A), such payment or distribution shall not be made before the date that is six months after the termination of Executive’s employment (or, if earlier, the date of Executive’s death). Payments to which a specified employee would otherwise be entitled during the first six months following the Date of Termination shall be construed accumulated and administered in accordance with Section 409A. Notwithstanding paid on the first date of the seventh month following the Date of Termination. If Executive is entitled to be paid or reimbursed for any other provision of taxable expenses under this Agreement, and such payments or reimbursements are includible in Executive’s federal gross taxable income, the amount of “nonqualified deferred compensation” provided such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. No right of Executive to reimbursement of expenses under this Agreement may only shall be subject to liquidation or exchange for another benefit. Notwithstanding any provision in this Agreement to the contrary, (x) Executive shall have no right to determine, directly or indirectly, the year of any payment subject to Section 409A; (y) if Executive does not sign the release required by Section 10(e) of this Agreement within the release consideration period or revokes the release before it become effective, Executive shall forfeit any right to the payments; and (z) if the release consideration period begins in one taxable year and ends in a second taxable year, any payments that would have been made in the first taxable year shall be made upon an event and in a manner that complies with Code the second taxable year to the extent required by Section 409A or an applicable exemptionand the regulations and guidance issued thereunder. Any Finally, any installment payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payment for purposes of Section 409A. In the event that the parties reasonably agree that this Agreement or the payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement do not comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under the parties shall cooperate to modify this Agreement shall be provided in accordance to comply with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits Section 409A while endeavoring to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefitmaintain its economic intent.

Compliance with Section 409A. The payments due Company makes no representations regarding the tax implications of the compensation and benefits to be paid to Executive under this Agreement are intended to comply with Agreement, including without limit, under Section 409A of the Code (“Code Section 409A”) or an exemption thereunder Code. It is the intention of the parties hereto that payments and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided benefits under this Agreement may only be made upon an event and exempt from, or in a manner that complies with Code compliance with, Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A and accordingly, to the maximum extent possible. To the extent Code Section 409A appliespermitted, each installment payment provided under this Agreement shall be treated as a separate payment. Any interpreted to be exempt from or in compliance with Section 409A. To the extent any payments of “nonqualified deferred compensation” money or other benefits due to be made Executive 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 payments 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 reason of a the Company that does not cause such acceleration or additional tax. With respect to any amount payable or benefit provided that the Company reasonably determines would be nonqualified deferred compensation subject to Section 409A, all references in this Agreement to Executive's termination of employment shall only be made if such termination of employment constitutes a mean his “separation from service” under Code Section 409A. Notwithstanding within the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code meaning of Section 409A and Treasury regulations promulgated thereunder. Notwithstanding any other provision in no event shall this Agreement, if as of the Company be liable for all or any portion date on which Executive's employment terminates, Executive is a "specified employee" within the meaning of any taxes, penalties, interest or other expenses that may be incurred Section 409A and the regulations as determined by the Associate on account of non-compliance with Code Section 409A. To Company, then to the extent required by Code Section 409A, each reimbursement any amount payable or in-kind benefit provided under this Agreement that the Company reasonably determines would be nonqualified deferred compensation subject to Section 409A, that under the terms of this Agreement would be payable prior to the six-month anniversary of Executive's effective date of termination, such payment or benefit shall be provided in accordance with delayed until the following: earlier to occur of (ia) the amount six-month anniversary of expenses eligible for reimbursementsuch termination date or (b) the date of Executive's death. In the case of taxable benefits that constitute deferred compensation, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be providedCompany, in lieu of a delay in payment, may require Executive to pay the full costs of such benefits during the period described in the preceding sentence and reimburse that Executive for said costs within thirty (30) calendar days after the end of such period. With respect to any other calendar year; (ii) any reimbursements under this Agreement, such reimbursement of an eligible expense shall be paid to the Associate made on or before the last day of the calendar Executive's taxable year following the calendar taxable year in which the expense was incurred; and (iii) incurred by Executive. The amount of any right to reimbursements expenses eligible for reimbursement or the amount of any in-kind benefits provided, as the case may be, under this Agreement during any calendar year shall not affect the amount of expenses eligible for reimbursement or the amount of any in-kind benefits provided during any other calendar year. The right to reimbursement or to any in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for another any other benefit.. Each payment made under this Agreement shall be designated a “separate payment” within the meaning of Section 409A.

Compliance with Section 409A. The payments due under this Agreement are intended to comply with Section 409A of the Code (“Code Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or amounts payable as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments result of “nonqualified deferred compensation” to be made under this Agreement by reason of a Employee’s termination of employment shall only be made payable if such termination of employment constitutes a “‘separation from service’ within the meaning of Section 409A of the Code. In addition, in the event that (i) Employee is deemed at the time of such separation from service to be a “specified employee” under Section 409A(a)(2)(B)(i) of the Code and (ii) the payment of any amounts to Employee as a result of such separation from service (an ‘Agreement Payment’) would result in penalty tax liability pursuant to Section 409A. Notwithstanding 409A of the Code, then such Agreement Payment shall not be made or commence until the earlier of (a) the expiration of the six (6)-month period measured from the date of Employee’s separation from service with the Company or (b) such earlier time permitted under Section 409A of the Code and the regulations or other authority promulgated thereunder. During any period in which an Agreement Payment to Employee is deferred pursuant to the foregoing, Employee shall be entitled to interest on the Company makes no representations that deferred Agreement Payment at a per annum rate equal to the payments and benefits provided under this Agreement comply highest rate of interest applicable to six (6)-month non-callable certificates of deposit with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred daily compounding offered by the Associate following institutions: Citibank N.A., ▇▇▇▇▇ Fargo Bank, N.A. or Bank of America, on account the date of non-compliance with Code Section 409A. To such separation from service. Upon the extent required by Code Section 409Aexpiration of the applicable deferral period, each reimbursement any Agreement Payment which would have otherwise been made during that period (whether in a single sum or in-kind benefit provided under in installments) in the absence of this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense paragraph shall be paid to the Associate on Employee or before the last day of the calendar year following the calendar year his or her beneficiary in which the expense was incurred; one lump sum, including all accrued interest.” 7. Section 7.1(e) is hereby amended and (iii) any right restated in its entirety to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.read as follows:

Compliance with Section 409A. (a) The payments due Parties intend that any amounts payable under this Agreement are intended to Agreement, and the Company’s and the Executive’s exercise of authority or discretion hereunder, comply with the provisions of Section 409A of the Code Code, along with the rules, regulations and guidance promulgated thereunder by the Department of the Treasury or the Internal Revenue Service (collectively, “Code Section 409A”) so as not to subject the Executive to the payment of the additional tax, interest or an exemption thereunder and shall penalty which may be construed and administered in accordance with imposed under Section 409A. Notwithstanding In furtherance thereof, to the extent that any other provision of this AgreementAgreement would result in the Executive being subject to payment of additional tax, payments interest or penalty under Section 409A, the Parties agree to amend this Agreement if permitted under Section 409A in a manner which does not impose any additional taxes, interest or penalties on Executive in order to bring this Agreement into compliance with Section 409A, without materially changing the economic value of “nonqualified deferred compensation” provided the arrangements under this Agreement may only be made upon an event to any Party, and thereafter the Parties will interpret its provisions in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, no particular tax result for the Company makes no representations that Executive with respect to any income recognized by the payments and benefits provided under Executive in connection with this Agreement comply with Code is guaranteed. (b) Notwithstanding any provisions of this Agreement to the contrary, if the Executive is a “specified employee” (within the meaning of Section 409A and in no event shall determined pursuant to any policies adopted by the Company be liable for all or consistent with Section 409A), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A) and if any portion of any the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A and cannot be paid or provided to the Executive without the Executive incurring taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code penalties under Section 409A, each reimbursement or in-kind benefit provided under then such amounts that would otherwise be payable pursuant to this Agreement shall and such benefits that would otherwise be provided pursuant to this Agreement, in accordance with each case, during the following: six-month period immediately following the Executive’s Separation From Service will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s Separation From Service or (ii) the Executive’s death. (c) With respect to any amount of expenses eligible for reimbursement, reimbursement or the provision of any in-kind benefits providedunder this Agreement, during each calendar to the extent such payment or benefit would be considered deferred compensation under Section 409A or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed by the Executive no later than December 31st of the year cannot affect following the expenses eligible for reimbursement, year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided, provided by the Company in any other calendar year; (ii) any reimbursement one taxable year affect the amount of an eligible expense shall be paid to the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (d) Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A. (e) A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a Separation From Service, and notwithstanding anything contained herein to the contrary, the date on which such Separation From Service takes place will be the termination date.

Compliance with Section 409A. The 5.3.1. If the termination giving rise to the payments due described in Section 5.1 is not a “Separation from Service” within the meaning of Treas. Reg. § 1.409A-1(h)(1) (or any successor provision), then the amounts otherwise payable pursuant to that section will instead be deferred without interest and will not be paid until Executive experiences a Separation from Service. In addition, to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under this Agreement are intended to comply with Section 409A of the Internal Revenue Code (the “Code Section 409ACode”) to payments due to Executive upon or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding following his Separation from Service, then notwithstanding any other provision of this AgreementAgreement (or any otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six months following Executive’s Separation from Service (taking into account the preceding sentence of “nonqualified this paragraph) will be deferred compensation” provided under this Agreement may only be made upon an event without interest and paid to Executive in a manner lump sum immediately following that complies with Code Section 409A six month period. This paragraph should not be construed to prevent the application of Treas. Reg. §§ 1.409A-1(b)(4) or an applicable exemption1(b)(9)(iii)(or any successor provisions) to amounts payable hereunder. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due For purposes of the application of Treas. Reg. § 1.409A-1(b)(4) (or any successor provision) to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A appliesamounts payable hereunder, each installment payment provided under this Agreement shall in a series of payments will be treated as deemed a separate payment. 5.3.2. Any payments of “nonqualified deferred compensation” Notwithstanding anything herein to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoingcontrary, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To to the extent required by Code Section 409Aany expense, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with to Executive constitutes a “deferral of compensation” within the following: meaning of Section 409A of the Code, (i) the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits provided, provided to Executive during each any calendar year canwill not affect the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits provided to be provided, Executive in any other calendar year; , (ii) any reimbursement of an eligible expense the reimbursements for expenses for which Executive is entitled to be reimbursed shall be paid to the Associate made on or before the last day of the calendar year following the calendar year in which the applicable expense was incurred; is incurred and (iii) any the right to reimbursements payment or reimbursement or in-kind benefits under this Agreement shall hereunder may not be subject to liquidation liquidated or exchange exchanged for another any other benefit.

Compliance with Section 409A. The payments due under this (a) This Agreement are is intended to comply with be exempt from Section 409A of the Internal Revenue Code and any regulations and Treasury guidance promulgated thereunder (the “Code Section 409ACode”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possiblepossible through the short term deferral exception of Treas. To Reg. §1.409A-1(b)(4) and the extent Code Section 409A appliesseparation pay plan exception of Treas. Reg. §1.409A-1(b)(9), each installment payment provided under this Agreement and shall be treated as a separate paymentinterpreted and administered accordingly. Any payments of “nonqualified deferred compensation” to be made exempt under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “the separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense pay plan exception shall be paid to the Associate on or before no later than the last day of the second calendar year following the calendar year in which Executive's termination of employment occurs. For purposes of Code Section 409A, the expense was incurred; and (iii) any Executive's right to reimbursements receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (b) The Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure exemption from, or in-kind benefits under as needed, compliance with, Section 409A of the Code. (c) The Company makes no representation or warranty as to the tax effect of any of the preceding provisions, and the provisions of this Agreement shall not be subject construed as a guarantee by the Company of any particular tax effect to liquidation Executive under this Agreement. The Company shall not be liable to Executive or exchange any other person for another benefitany payment made under this Agreement which is determined to result in the imposition of an excise tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. (d) Notwithstanding the timing of any payments pursuant to Section 3 of this Agreement, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then each of the following shall apply: (i) With regard to any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment shall be made on the date which is the earlier of (x) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Employee, and (y) the date of the Employee’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein; and (ii) To the extent any benefits provided during the first six months after Executive’s termination are considered deferred compensation under Code Section 409A provided on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section 409A, Executive shall pay the costs of such benefits during the first six months following termination and shall be reimbursed, to the extent such costs would otherwise have been paid by the Company or to the extent such benefits would otherwise have been provided by the Company at no cost to the Executive, the cost of such coverage six months after Executive’s termination.

Compliance with Section 409A. The payments due under Both WM and Employee intend that this Agreement are intended does not result in unfavorable tax consequences to comply with Section 409A of the Code (“Code Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Employee under Section 409A. Notwithstanding Accordingly, Employee consents to any amendment of this Agreement WM may reasonably make consistent to achieve that intention and WM may, disregarding any other provision of in this Agreement to the contrary, unilaterally execute such amendment to this Agreement. WM shall promptly provide, payments or make available to, Employee a copy of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemptionany such amendment. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due WM agrees to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A make any such amendments to preserve the intended benefits to the Employee to the maximum extent possible. To This paragraph does not create an obligation on the extent Code part of WM to modify this Agreement and does not guarantee that the amounts or benefits owed under the Agreement will not be subject to interest and penalties under Section 409A applies, each installment 409A. Each cash and/or stock payment and/or benefit provided under the Plan and this Agreement and/or pursuant to the terms of WM’s benefit plans, programs and policies shall be treated as considered a separate payment. Any payments payment for purposes of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, it is intended that Stock Option Awards are not subject to Section 409A. For purposes of Section 409A, to the Company makes no representations extent that Employee is a “specified employee” within the payments and benefits provided under this Agreement comply with Code meaning of the Treasury Regulations issued pursuant to Section 409A as of Employee’s separation from service and in no event shall to the Company be liable for all or any portion limited extent necessary to avoid the imputation of any taxestax, penaltiespenalty or interest pursuant to Section 409A, interest or other expenses that may be incurred by notwithstanding anything to the Associate contrary in this Agreement, no amount which is subject to Section 409A of the Code and is payable on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense Employee’s separation from service shall be paid to the Associate on or Employee before the last date (the “Delayed Payment Date”) which is the first day of the calendar year seventh month after the Employee’s separation from service or, if earlier, the date of the Employee’s death following such separation from service. All such amounts that would, but for the calendar year in which immediately preceding sentence, become payable prior to the expense was incurred; Delayed Payment Date will be accumulated and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefitpaid without interest on the Delayed Payment Date.

Compliance with Section 409A. The This Agreement shall be construed consistently with the mutual intent that all payments due under this Agreement are intended to and benefits required hereunder be exempt from or comply with the requirements of Section 409A of the Code Code, as amended, and the Treasury regulations thereunder (“Code Section 409A”) ). If any provision of this Agreement is ambiguous but a reasonable interpretation of the provision would either cause this Agreement to be exempt from or an exemption thereunder and shall comply with Section 409A, the parties intend that this Agreement be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under the interpretation that would cause this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation exempt from service” under Code or comply with Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from or comply with Code Section 409A, and nothing in this Agreement shall require the Company to satisfy Employee’s obligation to pay, or indemnify Employee with respect to, required taxes on any amounts or benefits provided under this Agreement, including any taxes imposed under Section 409A. Each installment payment under this Agreement is intended to be treated as a separate payment for purposes of Section 409A. A termination of employment will not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts or benefits that are considered “nonqualified deferred compensation” under Section 409A unless such termination is also a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treas. Reg. Section 1.409A-1(b)(9) will be payable until Employee has a “separation from service” within the meaning of Section 409A. If, upon separation from service, Employee is a “specified employee” within the meaning of Section 409A, any payment under this Agreement that is subject to Section 409A and triggered by a separation from service and would otherwise be paid within six months after Employee’s separation from service will instead be paid in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To seventh month following Employee’s separation from service (to the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement409A(a)(2)(B)(i)), or in-kind benefits providedif earlier, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefitupon Employee’s death.

Compliance with Section 409A. The parties intend that the payments due under and benefits contemplated in this Agreement are intended to comply with either be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and regulations and other guidance promulgated thereunder (collectively, “Code Section 409A”) ), or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral 409A, and any ambiguity herein shall be excluded from Code interpreted so as to be consistent with the intent of this Section 409A Notwithstanding anything herein to the maximum extent possible. To contrary, all payments and benefits which are payable hereunder upon Executive’s termination of employment shall be paid or provided only upon a termination of employment that constitutes a “Separation from Service” from the Company within the meaning of Section 409A. In furtherance of this Section 6, and notwithstanding anything herein to the contrary, to the extent Code Section 409A applies, each installment payment any in-kind benefit or reimbursement to be paid or provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from servicedeferral of compensation” under Code Section 409A. Notwithstanding within the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion meaning of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: then (i) the amount of expenses eligible for reimbursement, reimbursement or the provision of any in-kind benefits provided, benefit (within the meaning of Section 409A) to Executive during each any calendar year canshall not affect the amount of expenses eligible for reimbursement, reimbursement or provided as in-kind benefits to be provided, Executive in any other calendar yearyear (subject to any lifetime and other annual limits provided under the Company’s group health plans); (ii) any reimbursement of an eligible expense reimbursements for expenses incurred by Executive/e shall be paid to the Associate made on or before the last day of the calendar year following the calendar year in which the applicable expense was is incurred; (iii) Executive shall not be entitled to any in-kind benefits or reimbursement for any expenses incurred subsequent to the end of the second calendar year following the calendar year in which Executive incurs a termination of employment; and (iiiiv) any the right to reimbursements any such reimbursement or in-kind benefit may not be liquidated or exchanged for any other benefit. Any installment payment of post-employment benefits under this Agreement shall not be regarded as a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i). Notwithstanding anything in this Agreement to the contrary, if any amount or benefit would constitute compensation subject to liquidation penalty taxation under Section 409A and such amount becomes payable or exchange for another benefitdistributable by reason of Executive’s Separation from Service during a period in which the Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j), (i) the timing of such amounts or payments shall be delayed until the earlier of (a) the date that is six (6) months and one (1) day after the Executive’s Separation from Service and (b) the date of Executive’s death (such applicable date, the “Delayed Initial Payment Date”), and (ii) the Company shall (a) pay the Executive a lump sum amount equal to the sum of the benefit payments that the Executive would otherwise have received through the Delayed Initial Payment Date (or, with respect to death, the earliest administratively practicable date provided that payment complies with the timing requirements of Section 409A) if the commencement of the payment of the benefits had not been delayed pursuant to this paragraph) and (b) commence paying the balance, if any, of the benefits in accordance with the applicable payment schedule.

Compliance with Section 409A. The payments due under Notwithstanding anything set forth herein to the contrary, no amount payable pursuant to this Agreement are intended which constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to comply with Section 409A of the Internal Revenue Code (the “Code Section 409A409A Regulations”) or an exemption thereunder and shall be construed paid unless and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to until the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes Employee has incurred a “separation from service” under Code within the meaning of the Section 409A. Notwithstanding 409A Regulations. Furthermore, to the foregoing, the Company makes no representations extent that the payments and benefits provided under this Agreement comply with Code Employee is a “specified employee” within the meaning of the Section 409A and in Regulations as of the date of the Employee’s separation from service, no event shall the Company be liable for all or any portion amount that constitutes a deferral of any taxes, penalties, interest or other expenses that may be incurred by the Associate compensation which is payable on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense Employee’s separation from service shall be paid to the Associate on or Employee before the last date (the “Delayed Payment Date”) which is first day of the calendar year seventh month after the date of the Employee’s separation from service or, if earlier, the date of the Employee’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the calendar year in which Delayed Payment Date will be accumulated and paid on the expense was incurred; and (iii) any right Delayed Payment Date. The Company intends that income provided to reimbursements or in-kind benefits under the Employee pursuant to this Agreement shall will not be subject to liquidation taxation under Section 409A of the Internal Revenue Code. The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A. However, the Company does not guarantee any particular tax effect for income provided to the Employee pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or exchange provided to the Employee, the Company shall not be responsible for another benefitthe payment of any applicable taxes on compensation paid or provided to the Employee pursuant to this Agreement.

Compliance with Section 409A. The This Agreement shall be construed consistently with the mutual intent that all payments due under this Agreement are intended to and benefits required hereunder be exempt from or comply with the requirements of Section 409A of the Code Code, as amended, and the Treasury regulations thereunder (“Code Section 409A”) ). If any provision of this Agreement is ambiguous but a reasonable interpretation of the provision would either cause this Agreement to be exempt from or an exemption thereunder and shall comply with Section 409A, the parties intend that this Agreement be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under the interpretation that would cause this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation exempt from service” under Code or comply with Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from or comply with Code Section 409A, and nothing in this Agreement shall require the Company to satisfy Employee’s obligation to pay, or indemnify Employee with respect to, required taxes on any amounts or benefits provided under this Agreement, including any taxes imposed under Section 409A. Each installment payment under this Agreement is intended to be treated as a separate payment for purposes of Section 409A. A termination of employment will not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts or benefits that are considered “nonqualified deferred compensation” under Section 409A unless such termination is also a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treas. Reg. Section 1.409A-1(b)(9) will be payable until Employee has a “separation from service” within the meaning of Section 409A. If, upon separation from service, Employee is a “specified employee” within the meaning of Section 409A, any payment under this Agreement that is subject to Section 409A and triggered by a separation from service and would otherwise be paid within six months after Employee’s separation from service will instead be paid in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To seventh month following Employee’s separation from service (to the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit409A(a)(2)(B)(i)).

Compliance with Section 409A. The (i) It is the intention of the parties that all payments due and benefits under this Agreement are (and any amendment hereto) shall be made and provided in a manner that is either exempt from or intended to comply with avoid taxation under Section 409A of the Internal Revenue Code and the rules, regulations and notices thereunder (“Code Section 409A”), to the extent applicable. Any ambiguity in this Agreement (or any amendment hereto) or an exemption thereunder and shall be construed interpreted to comply with the above. The Executive acknowledges that the Corporation has made no representations as to the treatment of the compensation and administered in accordance with benefits provided hereunder and the Executive has been advised to obtain his own tax advice. Each amount or benefit payable pursuant to this Agreement (and any amendment hereto) shall be deemed a separate payment for purposes of Code Section 409A. Notwithstanding any other provision of For all purposes under this Agreement, payments any iteration of the word “nonqualified deferred compensationtermination” provided under this Agreement may only be made upon an event and in (e.g., “terminated”) with respect to the Executive’s employment, shall mean a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral within the meaning of Code Section 409A. Without limiting the generality of the foregoing, for purposes of this Agreement (including paragraph 6 hereof), the Executive shall be excluded from Code Section 409A considered to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of have a termination of employment shall only be made if such termination of employment constitutes is a “separation from service” under within the meaning of Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. 409A. (ii) To the extent required by that the reimbursement of any expenses or the provision of any in-kind benefits pursuant to this Agreement is subject to Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (iA) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the such expenses eligible for reimbursement, or in-kind benefits to be provided, provided hereunder during any one calendar year shall not affect the amount of such expenses eligible for reimbursement or in-kind benefits to be provided hereunder in any other calendar year; provided, however, that the foregoing shall not apply to any limit on the amount of any expenses incurred by the Executive that may be reimbursed or paid under the terms of the Corporation’s medical plan, if such limit is imposed on all similarly situated participants in such plan; (iiB) any all such expenses eligible for reimbursement of an eligible expense hereunder shall be paid to the Associate on or before the last day Executive no later than December 31st of the calendar year following the calendar year in which such expenses were incurred or such earlier date as provided under the expense was incurredCorporation’s policies; and (iiiC) any the Executive’s right to receive any such reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another any other benefit. (iii) Notwithstanding anything else in this Agreement to the contrary, if any payments or benefits under this Agreement, including the severance payment payable under paragraph 6.g. above, constitute “nonqualified deferred compensation” subject to Code Section 409A at the date of employment termination, then such payment, to the extent required under Code Section 409A, shall be made (or begin to be made) six months and one day after the Executive’s “separation from service” as defined in Code Section 409A(a)(2)(A)(i) (or if earlier the date of the Executive’s death), if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) and as reasonably determined in good faith by the Corporation. In the event that any payment is subject to the foregoing delay, then the Corporation shall (provided it shall not result in the imposition of additional taxes by reason of Code Section 409A(b)(2)), at its sole expense, (A) contribute the amount of such payments to an irrevocable grantor trust in the form prescribed by Revenue Procedure 92-64 (the “Trust”) within 60 days after the Executive’s termination of employment, and (B) direct the trustee of the Trust to pay such amount, together with the earnings of the Trust, less applicable withholding and payroll deductions, to the Executive on the first day following the expiration of such delay or, if earlier, the Executive’s death (subject only to the limitations with respect to the Corporation’s insolvency, if any, as prescribed under the Trust and required to satisfy Revenue Procedure 92-64).

Compliance with Section 409A. The payments due under (a) It is intended that the SSARs awarded pursuant to this Agreement are intended to comply with be exempt from Section 409A of the Code (“Code Section 409A”) or an exemption thereunder because it is believed that (i) compensation payable under each SSAR cannot be greater than the excess of the Fair Market Value of a Share (disregarding lapse restrictions as defined in Section 1.83-3(i) of the Treasury Regulations) on the date the SSAR is exercised over the Conversion Price, with respect to a number of Shares fixed on the Grant Date; (ii) the Conversion Price may never be less than the Fair Market Value (disregarding lapse restrictions as defined in Section 1.83-3(i) of the Treasury Regulations) of a Share on the Grant Date; and shall be construed and administered in accordance with Section 409A. Notwithstanding (iii) the SSAR does not include any feature for the deferral of compensation other provision than the deferral of this Agreement, payments recognition of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemptionincome until the exercise of the SSAR. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under The provisions of this Agreement shall be treated as interpreted in a separate payment. Any payments manner consistent with this intention, and the provisions of “nonqualified deferred compensation” this Agreement may not be amended, adjusted, assumed or substituted for, converted or otherwise modified without the Participant’s prior written consent if and to be made the extent that the Company believes or reasonably should believe that such amendment, adjustment, assumption or substitution, conversion or modification would cause the award to violate the requirements of Section 409A. In the event that either the Company or the Participant believes, at any time, that any benefit or right under this Agreement by reason is subject to Section 409A, and does not comply with the requirements of a termination Section 409A, it shall promptly advise the other and the Company and the Participant shall negotiate reasonably and in good faith to amend the terms of employment shall only such benefits and rights, if such an amendment may be made if in a commercially reasonable manner, such termination of employment constitutes a “separation from service” under Code that they comply with Section 409A. 409A with the most limited possible economic affect on the Participant and on the Company. (b) Notwithstanding the foregoing, the Company makes no representations does not make any representation to the Participant that the payments and benefits provided under SSARs awarded pursuant to this Agreement comply with Code are exempt from, or satisfy, the requirements of Section 409A 409A, and in no event shall the Company be liable for all shall have no liability or other obligation to indemnify or hold harmless the Participant or any portion of Beneficiary for any taxestax, penaltiesadditional tax, interest or penalties that the Participant or any Beneficiary may incur in the event that any provision of this Agreement, or any amendment or modification thereof, or any other expenses action taken with respect thereto, that may be incurred either is consented to by the Associate on account Participant or that the Company reasonably believes should not result in a violation of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits is deemed to be provided, in violate any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.requirements of Section 409A.

Compliance with Section 409A. The This Agreement is intended to comply with section 409A of the Code and its corresponding regulations, or an exemption, and payments due may only be made under this Agreement upon an event and in a manner permitted by section 409A, to the extent applicable. Severance benefits under the Agreement are intended to comply with Section be exempt from section 409A of the Code (under the “Code Section 409A”) or an exemption thereunder short-term deferral” exception, to the maximum extent applicable, and shall then under the “separation pay” exception, to the maximum extent applicable. For purposes of section 409A of the Code, all payments to be construed and administered in accordance with Section 409A. Notwithstanding any other provision made upon a termination of this Agreement, payments of “nonqualified deferred compensation” provided employment under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary “separation from service or as a short-service” within the meaning of such term deferral shall be excluded from Code Section under section 409A to of the maximum extent possible. To the extent Code Section 409A appliesCode, each installment payment provided made under this Agreement shall be treated as a separate payment. Any payment and the right to a series of installment payments of “nonqualified deferred compensation” to be made under this Agreement by reason is to be treated as a right to a series of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in separate payments. In no event shall Executive, directly or indirectly, designate the Company be liable for all or any portion calendar year of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or payment. All reimbursements and in-kind benefit benefits provided under this Agreement shall be made or provided in accordance with the following: requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each a calendar year canmay not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; , (iiiii) any the reimbursement of an eligible expense shall will be paid to the Associate made on or before the last day of the calendar year following the calendar year in which the expense was is incurred; , and (iiiiv) any the right to reimbursements reimbursement or in-kind benefits under this Agreement shall is not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. The payments due under Both WM and Employee intend that this Agreement are intended not result in unfavorable tax consequences to comply with Section 409A of the Code (“Code Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Employee under Section 409A. Notwithstanding Accordingly, Employee consents to any amendment of this Agreement WM may reasonably make consistent to achieve that intention and WM may, disregarding any other provision of in this Agreement to the contrary, unilaterally execute such amendment to this Agreement. WM shall promptly provide, payments or make available to, Employee a copy of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemptionany such amendment. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due WM agrees to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A make any such amendments to preserve the intended benefits to the Employee to the maximum extent possible. To This paragraph does not create an obligation on the part of WM to modify this Agreement and does not guarantee that the amounts or benefits owed under the Agreement will not be subject to interest and penalties under Section 409A. Each cash and/or stock payment and/or benefit provided under the Plan and this Agreement and/or pursuant to the terms of WM’s benefit plans, programs and policies shall be considered a separate payment for purposes of Section 409A. For purposes of Section 409A, to the extent Code that Employee is a “specified employee” within the meaning of the Treasury Regulations issued pursuant to Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “Employee’s separation from service” under Code service and to the limited extent necessary to avoid the imputation of any tax, penalty or interest pursuant to Section 409A. Notwithstanding 409A, notwithstanding anything to the foregoingcontrary in this Agreement, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code amount which is subject to Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate is payable on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense Employee’s separation from service shall be paid to the Associate on or Employee before the last date (the “Delayed Payment Date”) which is the first day of the calendar year seventh month after the Employee’s separation from service or, if earlier, the date of the Employee’s death following such separation from service. All such amounts that would, but for the calendar year in which immediately preceding sentence, become payable prior to the expense was incurred; Delayed Payment Date will be accumulated and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefitpaid without interest on the Delayed Payment Date.

Compliance with Section 409A. The (a) Notwithstanding anything to the contrary in this Agreement, all benefits or payments due under this Agreement provided by the Company to the Executive that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code are intended to comply with Section 409A of the Code (“Code Section 409A”) or an exemption thereunder and shall be construed and administered Code. Notwithstanding anything in accordance with Section 409A. Notwithstanding any other provision this Agreement to the contrary, distributions of this Agreement, payments of benefits which constitute “nonqualified deferred compensation” provided within the meaning of Section 409A of the Code may be made under this Agreement may only be made upon an event and in a manner that complies with Code permitted by Section 409A of the Code or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A . (b) Notwithstanding anything to the maximum extent possible. To contrary in this Agreement, no portion of the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any benefits or payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only Section 10(b) hereof will be made if such termination of employment constitutes payable until the Executive has a “separation from service” under Code Section 409A. Notwithstanding the foregoing, from the Company makes no representations that within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A of the Code to payments and benefits provided under due to the Executive upon or following his or her “separation from service”, then notwithstanding any other provision of this Agreement comply with Code (or any otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six months following the Executive’s “separation from service” (taking into account the preceding sentence of this paragraph) will be deferred without interest and paid to the Executive in a lump sum immediately following that six month period. This paragraph 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. For purposes of the application of Section 409A and of the Code, each payment in no event shall a series of payments will be deemed a separate payment. (c) Notwithstanding anything to the Company be liable for all or any portion of any taxescontrary in this Agreement, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To except to the extent required by Code Section 409Aany expense, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with to the following: Executive does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code, and its implementing regulations and guidance, (i) the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits provided, provided to the Executive during each any calendar year canwill not affect the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits provided to be provided, the Executive in any other calendar year; , (ii) any reimbursement of an eligible expense the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be paid to the Associate made on or before the last day of the calendar year following the calendar year in which the applicable expense was incurred; is incurred and (iii) any the right to reimbursements payment or reimbursement or in-kind benefits under this Agreement shall hereunder may not be subject to liquidation liquidated or exchange exchanged for another any other benefit.

Compliance with Section 409A. (a) The payments due and benefits provided under this Agreement are intended to comply with or be exempt from the requirements of Code Section 409A of and the Code regulations and guidance issued by the Internal Revenue Service (“Code "IRS") thereunder ("Section 409A”") or an exemption thereunder and shall be construed and administered interpreted in accordance with Section 409A. Notwithstanding such intent. To the extent any other provision of this Agreement, payments of “nonqualified deferred compensation” payment or benefit provided under this Agreement may only is subject to Section 409A, such benefit shall be made upon an event and provided in a manner that complies with Code Section 409A; provided, however, in no event shall any action to comply with Section 409A or an applicable exemptionreduce the aggregate amount payable to Executive hereunder unless expressly agreed in writing by Executive. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. (b) All reimbursements or provision of in-kind benefits pursuant to this Agreement shall be made in accordance with Treasury Regulation § 1.409A-3(i)(1)(iv) such that the reimbursement or provision will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. To Specifically, the extent Code Section 409A applies, each installment payment amount reimbursed or in-kind benefits provided under this Agreement during Executive's taxable year may not affect the amounts reimbursed or provided in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be treated made on or before the last day of Executive's taxable year following the taxable year in which the expense was incurred, and the right to reimbursement or provision of in-kind benefit is not subject to liquidation or exchange for another benefit. (c) To the extent required to comply with Section 409A (as determined by the Company), if Executive is a "specified employee," as determined by the Company, as of his Termination Date, then all amounts due under this Agreement that constitute a "deferral of compensation" within the meaning of Section 409A, that are provided as a result of a "separation from service" within the meaning of Section 409A, and that would otherwise be paid or provided during the first six months following Executive's date of termination, shall be accumulated through and paid or provided on the first business day that is more than six months after Executive's date of termination (or, if Executive dies during such six month period, within 90 days after Executive's death). Each payment under this Agreement, including each payment in a series of installment payments, is intended to be a separate paymentpayment for purposes of Treasury Regulation § 1.409A-2(b). Any payments of “nonqualified deferred compensation” subject to be made under this Agreement by reason Section 409A that are contingent upon execution of a release that may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as termination of employment employment) occurs shall commence payment only be made as soon as possible in the calendar year in which the consideration period or, if such termination of employment constitutes a “separation from service” under Code applicable, release revocation period ends, as necessary to comply with Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code are exempt from, or compliant with, Section 409A and in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate Executive on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.409A.

Compliance with Section 409A. (a) The payments due parties intend that any amounts payable under this Agreement are intended exempt from, or to the extent not exempt, comply with with, the provisions of Section 409A of the Code Code, along with the rules, regulations, and guidance promulgated thereunder by the Department of the Treasury or the Internal Revenue Service (collectively, “Code Section 409A”) or an exemption thereunder so as not to subject Employee to the payment of the additional tax, interest, and shall any tax penalty which may be construed and administered in accordance with imposed under Section 409A. Notwithstanding If any other provision of this AgreementAgreement would result in Employee being subject to payment of the additional tax, payments interest, and tax penalty under Section 409A, the parties agree to negotiate in good faith an amendment to this Agreement (if permitted under Section 409A) in a manner which does not impose any additional taxes, interest, or penalties on Employee to bring this Agreement into an exemption from, or compliance with, Section 409A, and without materially changing the economic value of “nonqualified deferred compensation” provided the arrangements under this Agreement may only be made upon an event and to any party hereto. The parties will interpret this Agreement in a manner that is exempt from, and/or complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applieswith, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under particular tax result for Employee with respect to any income recognized by Employee in connection with this Agreement comply with Code is guaranteed. (b) Notwithstanding any provisions of this Agreement to the contrary, if Employee is a “specified employee” (within the meaning of Section 409A and in no event shall determined pursuant to any Policies consistent with Section 409A) at the Company be liable for all or time of Employee’s “separation from service,” and if any portion of any the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A and cannot be paid or provided to Employee as otherwise described in this Agreement without Employee incurring taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code penalties under Section 409A, each reimbursement or in-kind benefit provided under then amounts that would otherwise be payable pursuant to this Agreement shall and benefits that would otherwise be provided pursuant to this Agreement, in accordance with each case, during the following: six-month period immediately following Employee’s Separation from Service Date will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Employee’s Separation from Service or (ii) Employee’s death, with any remaining balance of such payments or benefits provided on the schedules otherwise described in this Agreement. (c) With respect to any amount of expenses eligible for reimbursement, reimbursement or the provision of any in-kind benefits providedunder this Agreement, during each calendar to the extent such payment or benefit would be considered deferred compensation under Section 409A or is required to be included in Employee’s gross income for federal income tax purposes, such expenses (including, without limitation, expenses associated with in-kind benefits) will be reimbursed by Employer no later than December 31st of the year cannot affect following the expenses eligible for reimbursement, year in which Employee incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided, provided by Employer in any other calendar year; (ii) any reimbursement one taxable year affect the amount of an eligible expense shall be paid to the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not to be provided in any other taxable year, nor will Employee’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (d) Each payment under this Agreement is intended to be a “separate payment” and not of a series of payments for purposes of Section 409A. The parties also intend that all of the payments and benefits provided under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulations Sections 1.409A-1 (b)(4) and 1.409A-1 (b)(9), and the Agreement will be construed to the greatest extent possible as consistent with those provisions.

Compliance with Section 409A. (a) The payments due under Bank and the Employee agree that, notwithstanding anything herein to the contrary, this Agreement are is intended to be interpreted and operated so that the payment of the benefits set forth herein either shall be exempt from the requirements of Section 409A or shall comply with Section 409A the requirements of such provision. The Employee hereby acknowledges that he has been advised to seek and has sought the Code (“Code Section 409A”) or an exemption thereunder and shall be construed and administered in accordance advice of a tax advisor with Section 409A. Notwithstanding any other provision respect to the tax consequences to the Employee of all payments pursuant to this Agreement, payments of “nonqualified deferred compensation” provided including any adverse tax consequences or penalty taxes under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with 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 Section 409A, that no representations have been made to the Employee relating to the tax treatment of any payment pursuant to this Agreement under Section 409A and the corresponding provisions of any applicable State income tax laws, and that in no event shall the Bank, the Company nor any affiliate thereof be liable to the Employee for all or any portion of with respect to any taxes, penalties, penalties or interest or other expenses that which may be imposed upon the Employee pursuant to Section 409A. (b) If, on the date of the Employee's Separation from Service, the Employee is a “specified employee,” as defined in Section 409A, and if any payments or benefits under this Agreement payable upon the Employee's Separation from Service will result in additional tax or interest to the Employee because of Section 409A, then despite any provision of this Agreement to the contrary the Employee will not be entitled to the payments or benefits until the earlier of (1) the date that is six months and one day after Employee's Separation from Service for reasons other than the Employee's death, and (2) the date of the Employee's death. After the end of the period during which payments or benefits are delayed under this provision, the entire amount of the delayed payments and benefits shall be paid to the Employee in a single lump sum, without interest. (c) With respect to reimbursements and in-kind benefits made to the Employee hereunder, if any, which are not otherwise excludible from the Employee's gross income, to the extent required to comply with the provisions of Section 409A, no reimbursement of such expenses incurred by the Associate on account Employee during any taxable year of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement Employee shall be provided in accordance with made after the following: (i) last day of the following taxable year, the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar a taxable year canmay not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar taxable year; (ii) any , and the right to reimbursement of an eligible expense shall be paid to the Associate on such expenses or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or such in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance therewith. In no event whatsoever shall the Company be liable for any interest and additional tax that may be imposed on Executive by Section 409A or any damages for failing to comply with Section 409A. k. Notwithstanding anything herein to the contrary, (x) if at the time of Executive’s termination of employment with the Company Executive is a “specified employee” as defined in Section 409A, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment that are considered a “deferral of compensation” within the meaning of Section 409A is necessary in order to prevent any interest and additional tax under Section 409A (and/or the acceleration of the timing of taxation of the deferred compensation), then the Company will defer the commencement of the portion of such payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) to the extent necessary to comply with Section 409A until the first business day to occur following the date that is six (6) months following Executive’s termination of employment with the Company (or the earliest date otherwise permitted under Section 409A); and (y) if any other payments of money or other benefits due to Executive hereunder could cause the Executive to incur any interest and additional tax under Section 409A (and/or the acceleration of the timing of taxation of the deferred compensation), such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, mutually agreed upon between the Executive and the Board, that does not cause any such interest and additional tax under Section 409A (and/or the acceleration of the timing of taxation of the deferred compensation) and preserves, to the maximum extent possible, the economic value of the payments and benefits under this Agreement. l. In the event that payments under this Agreement are deferred pursuant to this Section 15(g) in order to prevent any accelerated tax or additional tax under Section 409A, then such payments shall be paid at the time specified under this Section 15(g) in a lump sum, together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Termination Date. All remaining payments due under this Agreement are intended to comply with Section 409A of the Code (“Code Section 409A”) or an exemption thereunder and shall will be construed and administered paid in accordance with Section 409A. Notwithstanding any other provision of the normal dates specified in this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A . m. Notwithstanding anything to the maximum extent possible. To the extent Code Section 409A appliescontrary herein, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only not be made if such 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 constitutes unless such termination is also a “separation from service” under Code within the meaning of Section 409A. Notwithstanding the foregoing409A and, the Company makes no representations that the payments and benefits provided 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. n. Each payment made under this Agreement comply with Code shall be considered separate payments and not one of a series of payments for purposes of Section 409A and in no event shall 409A. o. Notwithstanding anything to the Company be liable for all or any portion of any taxescontrary herein, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To except to the extent required by Code Section 409Aany expense, each reimbursement or in-kind benefit provided under pursuant to this Agreement shall be provided in accordance with does not constitute a “deferral of compensation” within the following: meaning of Section 409A, (iA) the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits provided, provided to Executive during each any calendar year canwill not affect the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits provided to be provided, Executive in any other calendar year; (iiB) any reimbursement of an eligible expense the reimbursements for expenses for which Executive is entitled to be reimbursed shall be paid to the Associate made on or before the last day of the calendar year following the calendar year in which the applicable expense was is incurred; and (iiiC) any the right to reimbursements payment or reimbursement or in-kind benefits under this Agreement shall hereunder may not be subject to liquidation liquidated or exchange exchanged for another any other benefit.

Compliance with Section 409A. (a) The payments due under Company, First Federal and the Employee agree that, notwithstanding anything herein to the contrary, this Agreement are is intended to be interpreted and operated so that the payment of the benefits set forth herein either shall either be exempt from the requirements of Section 409A or shall comply with Section 409A the requirements of such provision. The Employee hereby acknowledges that they have been advised to seek and has sought the Code (“Code Section 409A”) or an exemption thereunder and shall be construed and administered in accordance advice of a tax advisor with Section 409A. Notwithstanding any other provision respect to the tax consequences to the Employee of all payments pursuant to this Agreement, payments of “nonqualified deferred compensation” provided including any adverse tax consequences or penalty taxes under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with 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 Section 409A, that no representations have been made to the Employee relating to the tax treatment of any payment pursuant to this Agreement under Section 409A and the corresponding provisions of any applicable State income tax laws, and that in no event shall First Federal, the Company nor any affiliate thereof be liable to the Employee for all or any portion of with respect to any taxes, penalties, penalties or interest or other expenses that which may be imposed upon the Employee pursuant to Section 409A. (b) If, on the date of the Employee’s Separation from Service, the Employee is a “specified employee,” as defined in Section 409A, and if any payments or benefits under this Agreement payable upon the Employee’s Separation from Service will result in additional tax or interest to the Employee because of Section 409A, then despite any provision of this Agreement to the contrary the Employee will not be entitled to the payments or benefits until the earlier of (1) the date that is six months and one day after Employee’s Separation from Service for reasons other than the Employee’s death, and (2) the date of the Employee’s death. After the end of the period during which payments or benefits are delayed under this provision, the entire amount of the delayed payments and benefits shall be paid to the Employee in a single lump sum, without interest. (c) With respect to reimbursements and in-kind benefits made to the Employee hereunder, if any, which are not otherwise excludible from the Employee’s gross income, to the extent required to comply with the provisions of Section 409A, no reimbursement of such expenses incurred by the Associate on account Employee during any taxable year of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement Employee shall be provided in accordance with made after the following: (i) last day of the following taxable year, the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar a taxable year canmay not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar taxable year; (ii) any , and the right to reimbursement of an eligible expense shall be paid to the Associate on such expenses or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or such in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. The payments due under parties intend that income provided to the Executive pursuant to this Agreement are intended will not be subject to taxation under Section 409A of the Internal Revenue Code and the Treasury Regulations thereunder (collectively, “Section 409A”). The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A. To the extent that any provision of this Agreement is modified in order to comply with Section 409A 409A, such modification shall be made in good faith and shall, to the maximum extent possible, maintain the original intent and economic benefit to the Executive of the Code (“Code Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with applicable provision without causing the Executive to recognize any tax under Section 409A. Notwithstanding However, the Company does not guarantee any particular tax effect for income provided to the Executive pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to the Executive and to pay the employer portion of any federal, state or local employment taxes, the Company shall not be responsible for the payment of any applicable taxes, penalties, interest, costs, fees, including attorneys’ fees, or other liability incurred by the Executive in connection with compensation paid or provided pursuant to this Agreement. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under Agreement to the contrary: (a) No amount payable pursuant to this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to on account of the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a Executive’s termination of employment with the Company which constitutes a “deferral of compensation” within the meaning of Section 409A shall only be made if such termination of employment constitutes paid unless and until the Executive has incurred a “separation from service” under Code within the meaning of Section 409A. Notwithstanding If the foregoingExecutive incurs a termination of employment that does not constitute a “separation from service” within the meaning of Section 409A, then the Executive’s right to any amount or benefit that becomes payable by reason of such termination of employment shall vest on the date of such termination of employment, but payment shall be deferred until the earlier of (i) the date that the Executive incurs a “separation from service” within the meaning of Section 409A (or the first day of the seventh month thereafter if the Executive is a “specified employee” as of the date of such separation from service, as described below) or, (ii) the death of the Executive. Furthermore, if the Executive is a “specified employee” within the meaning of Section 409A (determined using the identification methodology selected by the Company from time to time, or if none, the Company makes default methodology) as of the date of the Executive’s separation from service, no representations amount that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion constitutes a deferral of any taxes, penalties, interest or other expenses that may be incurred by the Associate compensation which is payable on account of non-compliance the Executive’s separation from service shall paid to the Executive before the date (the “Delayed Payment Date”) which is first (1st) day of the seventh (7th) month after the date of the Executive’s separation from service or, if earlier, the date of the Executive’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid in a lump sum on the Delayed Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the Delayed Payment Date shall be paid without delay over the time period originally scheduled, in accordance with Code Section 409A. To the extent required by Code terms of this Agreement. (b) The Company and the Executive intend that any right of the Executive to receive installment payments hereunder shall, for all purposes of Section 409A, each be treated as a right to a series of separate payments. (c) With regard to any provision of this Agreement that provides for reimbursement of expenses or in-kind benefits, except for any expense, reimbursement or in-kind benefit provided under pursuant to this Agreement shall be provided in accordance with that does not constitute a “deferral of compensation,” within the following: meaning of Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-in- kind benefits provided, during each calendar any taxable year canshall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar taxable year; , provided that the foregoing clause (iiiii) shall not be deemed to be violated with regard to expenses reimbursed under any reimbursement arrangement covered by Section 105(b) of an eligible expense the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect, and (iv) such payments shall be paid to the Associate made on or before the last day of the calendar Executive’s taxable year following the calendar taxable year in which the expense was incurred; and occurred. (iiid) any right to reimbursements For the purposes of determining when payments may commence after the Executive executes a release in accordance with Section 4 of this Agreement, if the sixtieth (60th) day after the date of termination occurs in the calendar year following the year in which the termination occurs, then no payments or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefitSection 409A shall be paid prior to the first day of such following calendar year, regardless of when the release is executed.

Compliance with Section 409A. The This Amended Agreement and the payments due under this Agreement hereunder are intended to be exempt, to the greatest extent possible, from the requirements of Section 409A of the Code, and to the extent not so exempt, to comply with the requirements of Section 409A of the Code, and shall be construed and administered consistent with, and to give full effect to, such intent. The payments to the Executive pursuant to this Amended Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation § 1.409A-1 (b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation § 1.409A-1(b)(4). In the event the terms of this Amended Agreement would subject the Executive to taxes or penalties under Section 409A of the Code (“Code Section 409A409A Penalties”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing), the Company makes no representations that and the payments and benefits provided under this Executive shall cooperate diligently to amend the terms of the Amended Agreement comply with Code Section to avoid such 409A and in no event shall the Company be liable for all or any portion of any taxesPenalties, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To to the extent required by Code Section 409A, each reimbursement possible; provided that such amendment shall not increase or in-kind benefit provided under this Agreement shall be provided reduce (in accordance with the following: (iaggregate) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect amounts payable to the expenses eligible for reimbursement, or in-kind benefits Executive hereunder. Any taxable reimbursement payable to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense the Executive pursuant to this Amended Agreement shall be paid to the Associate on or before Executive no later than the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) Executive incurred the reimbursable expense. Any amount of expenses eligible for taxable reimbursement, or such in-kind benefit provided, during a calendar year shall not affect the amount of such expenses eligible for reimbursement, or such in-kind benefit to be provided, during any other calendar year. The right to reimbursements such reimbursement or such in-kind benefits under pursuant to this Amended Agreement shall not be subject to liquidation or exchange for another any other benefit. Any right to a series of installment payments pursuant to this Amended Agreement is to be treated as a right to a series of separate payments. A termination of employment shall not be deemed to have occurred for purposes of this Amended 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 of the Code. If on the date of termination of employment the Executive is a “specified employee” within the meaning of that term under Section 409A of the Code, then, notwithstanding any other provision herein, with regard to any payment or benefit that is properly treated as nonqualified deferred compensation under Section 409A (after taking into account all exclusions applicable to such payment or benefit) and is payable on account of such separation from service, such payment or benefit shall not be made or provided prior to the expiration of the earlier of the six-month period measured from the date of such separation from service, or the Executive’s death. All payments and benefits delayed pursuant to the preceding provisions of this Section 8 shall be paid to the Executive on the first payroll date following the end of the delay period.

Compliance with Section 409A. The Notwithstanding anything herein to the contrary, (i) if at the time of Executive's termination of employment with the Company Executive is a "specified employee" as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six (6) months following Executive's termination of employment with the Company (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 restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. In the event that payments under this Agreement are intended deferred pursuant to comply this Section 13(m) in order to prevent any accelerated tax or additional tax under Section 409A of the Code, then such payments shall be paid at the time specified under this Section 13(m) without any interest thereon. The Company shall consult with Executive in good faith regarding the implementation of this Section 13(m); provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto. Notwithstanding anything to the contrary herein, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of 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 of the Code (“Code Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding and, for purposes of any other such provision of this Agreement, payments references to a "resignation," "termination," "termination of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code employment," or like terms shall mean Separation from Service. For purposes of Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to of the maximum extent possible. To the extent Code Section 409A appliesCode, each installment payment provided made under this Agreement shall be treated designated as a "separate payment. Any payments " within the meaning of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall of the Company be liable for all or any portion of any taxesCode. Notwithstanding anything to the contrary herein, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To except to the extent required by Code Section 409Aany expense, each reimbursement or in-kind benefit provided under pursuant to this Agreement shall be provided in accordance with does not constitute a "deferral of compensation" within the followingmeaning of Section 409A of the Code: (ix) the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits provided, provided to Executive during each any calendar year canwill not affect the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits provided to be provided, Executive in any other calendar year; , (iiy) any reimbursement of an eligible expense the reimbursements for expenses for which Executive is entitled to be reimbursed shall be paid to the Associate made on or before the last day of the calendar year following the calendar year in which the applicable expense was is incurred; , and (iiiz) any the right to reimbursements payment or reimbursement or in-kind benefits under this Agreement shall hereunder may not be subject to liquidation liquidated or exchange exchanged for another any other benefit.

Compliance with Section 409A. The payments due under Both WM and Employee intend that this Agreement are intended not result in unfavorable tax consequences to comply with Section 409A of the Code (“Code Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Employee under Section 409A. Notwithstanding Accordingly, Employee consents to any amendment of this Agreement WM may reasonably make consistent to achieve that intention and WM may, disregarding any other provision of in this Agreement to the contrary, unilaterally execute such amendment to this Agreement. WM shall promptly provide, payments or make available to, Employee a copy of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemptionany such amendment. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due WM agrees to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A make any such amendments to preserve the intended benefits to the Employee to the maximum extent possible. To This paragraph does not create an obligation on the extent Code part of WM to modify this Agreement and does not guarantee that the amounts or benefits owed under the Agreement will not be subject to interest and penalties under Section 409A applies, each installment 409A. Each cash and/or stock payment and/or benefit provided under the Plan and this Agreement and/or pursuant to the terms of WM’s benefit plans, programs and policies shall be treated as considered a separate payment. Any payments payment for purposes of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, it is intended that Stock Option Awards not be subject to Section 409A. For purposes of Section 409A, to the Company makes no representations extent that Employee is a “specified employee” within the payments and benefits provided under this Agreement comply with Code meaning of the Treasury Regulations issued pursuant to Section 409A as of Employee’s separation from service and in no event shall to the Company be liable for all or any portion limited extent necessary to avoid the imputation of any taxestax, penaltiespenalty or interest pursuant to Section 409A, interest or other expenses that may be incurred by notwithstanding anything to the Associate contrary in this Agreement, no amount which is subject to Section 409A of the Code and is payable on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense Employee’s separation from service shall be paid to the Associate on or Employee before the last date (the “Delayed Payment Date”) which is the first day of the calendar year seventh month after the Employee’s separation from service or, if earlier, the date of the Employee’s death following such separation from service. All such amounts that would, but for the calendar year in which immediately preceding sentence, become payable prior to the expense was incurred; Delayed Payment Date will be accumulated and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefitpaid without interest on the Delayed Payment Date. 14.

Compliance with Section 409A. The payments due under a. It is intended that compensation paid and benefits delivered to Executive pursuant to this Agreement are intended to comply with shall be either paid in compliance with, or exempt from, Code Section 409A of the Code (“Code Section 409A”) so as not to subject Executive to payment of interest or an exemption thereunder any tax under Section 409A, and this Agreement shall be construed construed, interpreted and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemptionaccordingly. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each Executive’s right to receive any installment payment provided under pursuant to this Agreement (if any) shall be treated as a right to receive a series of separate payment. and distinct payments for purposes of Section 409A. Any payments of “nonqualified deferred compensation” payment to be made under this Agreement by reason of upon a termination of employment shall only be made if such termination of employment constitutes upon a “separation from service” under Code Section 409A. Notwithstanding the foregoing, in the event this Agreement or any compensation paid or benefits delivered to Executive hereunder is deemed to be subject to Section 409A, the Company makes no representations that shall adopt such conforming amendments as the payments and benefits provided under this Agreement Company deems necessary, in its reasonable discretion, to comply with Code Section 409A and in avoid the imposition of taxes under Section 409A. In no event shall the Company Company, the Board, the Committee, any employee of the Company, or any adviser of any of the foregoing be liable for all or any portion of any taxes, penalties, interest interest, or other expenses that may be incurred by the Associate Executive on account of non-compliance with Code Section 409A. To 409A. b. Notwithstanding any provision in the extent required by Code Agreement to the contrary, if any payment or benefit provided to Executive in connection with Executive’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and Executive is determined to be a “specified employee” (as defined in Section 409A), each then such payment or benefit shall not be paid until the first payroll date following the six (6)-month anniversary of the Termination Date or, if earlier, the first payroll date following Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise be paid before the Specified Employee Payment Date shall be paid, without interest, in a lump sum on the Specified Employee Payment Date, and thereafter any remaining payments, if any, shall be paid without delay in accordance with their original schedule. c. Notwithstanding any provision in this Agreement to the contrary, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (i) the expenses eligible for reimbursement or in-kind benefit provided under this Agreement benefits in one taxable year shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, reimbursement or in-kind benefits to be provided, in any other calendar taxable year; (ii) any the reimbursement of an eligible expense expenses or in-kind benefits shall be paid made promptly, subject to the Associate on or before Company’s applicable policies, but in no event later than the last day end of the calendar year following after the calendar year in which the such expense was incurred; and (iii) any the right to reimbursements reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.. [Signature Page Follows]

Compliance with Section 409A. The payments due under (i) It is intended that this Agreement are intended shall conform with all applicable Section 409A requirements to the extent Section 409A applies to any provisions of the Agreement. Accordingly, in interpreting, construing or applying any provisions of the Agreement, the same shall be construed in such manner as shall meet and comply with Section 409A 409A, and in the event of the Code (“Code any inconsistency with Section 409A”) or an exemption thereunder and , the same shall be construed and administered in accordance with reformed so as to meet the requirements of Section 409A. Notwithstanding any other provision For purposes of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies409A, each installment payment provided made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. In no event shall Executive, directly or indirectly, designate the calendar year of payment. Any payments Executive acknowledges that the Employer has not made, and does not make, any representation or warranty regarding the treatment of this Agreement or the benefits payable under this Agreement under federal, state or local income tax laws, including, but not limited to, Section 409A or compliance with the requirements thereof. Neither Employer nor its directors, officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by Executive as a result of the application of Section 409A. (ii) Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “nonqualified deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable hereunder, such Non-Exempt Deferred Compensation will not be payable or distributable to be made under this Agreement Executive by reason of a termination such circumstance unless the circumstances giving rise to such payment event meet any description or definition of employment shall only be made if such termination of employment constitutes a “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under Code such definition). ​ (iii) To the extent Executive is a “specified employee” as defined in Section 409A. Notwithstanding 409A, notwithstanding the foregoingtiming of payment provided in any other Section of this Agreement, the Company makes no representations that the payments and benefits provided payment, distribution or benefit under this Agreement comply with Code that constitutes a distribution of deferred compensation (within the meaning of Section 409A 409A) upon separation from service (within the meaning of Section 409A), after taking into account all available exemptions, that would otherwise be payable, distributable or settled during the six-month period after separation from service, will be made during such six-month period, and in no event shall any such payment, distribution or benefit will instead be paid, distributed or settled on the Company be liable for all first business day after such six-month period; provided, however, that if Executive dies following the Termination Date and prior to the payment, distribution, settlement or any portion provision of any taxespayments, penalties, interest distributions or other expenses that may be incurred by the Associate benefits delayed on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement then such payments, distributions or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid or provided to the Associate on or before personal representative of Executive’s estate within 30 days after the last day date of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.Executive’s death. ​

Compliance with Section 409A. The payments due under this This Agreement are intended to comply 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 Section 409A of the Code (and applicable advice and regulations issued thereunder. Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “Code Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code for purposes of Section 409A of the Code would otherwise be payable or an applicable exemption. Any payments distributable under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a Executive’s termination of employment shall only employment, such amount or benefit will not be made if payable or distributable to Executive by reason of such circumstance unless the circumstances giving rise to such termination of employment constitutes a meet any description or definition of “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code in Section 409A of the Code and in no event shall the Company be liable for all or applicable regulations (without giving effect to any portion of any taxes, penalties, interest or other expenses elective provisions that may be incurred by available under such definition). This provision does not affect the Associate dollar amount or 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 at the time and in the form that would apply on account the next earliest payment or distribution date or event specified in the Agreement that is permissible under Section 409A. Whenever in this Agreement the provision of a payment or benefit is conditioned on Executive’s execution and non-compliance with Code Section 409A. To revocation of a release of claims, such release must be executed, and all revocation periods shall have expired, within 60 days after the extent required by Code Section 409Adate of termination of Executive’s employment, each reimbursement failing which such payment or in-kind benefit provided under this Agreement shall be provided forfeited. If such payment or benefit constitutes non-exempt deferred compensation, and if such 60-day period begins in accordance with one calendar year and ends in the following: next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the release becomes irrevocable in the first such calendar year. Notwithstanding anything herein to the contrary, (i) if at the amount time of expenses eligible for reimbursementExecutive’s termination of employment with the TRU Group Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the deferral of the commencement of any payments or in-kind benefits providedotherwise payable hereunder as a result of such termination of employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, during each calendar year cannot affect then the expenses eligible for reimbursement, Company will defer the commencement of the payment of any such payments or in-kind benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to be provided, in any other calendar year; Executive) until the date that is six months following Executive’s termination of employment with the TRU Group (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any reimbursement other payment of money or other benefits due to Executive hereunder could cause the application of an eligible expense accelerated or additional tax under Section 409A of the Code, such payment or other benefits shall be paid 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 restructured, to the Associate on or before extent possible, in a manner, determined by the last day Board (but subject to the reasonable consent of the calendar year following Executive), that does not cause such an accelerated or additional tax or result in an additional cost to the calendar year Company. The Company shall consult with Executive in which good faith regarding the expense was incurredimplementation of the provisions of this Section 12(m); and (iiiprovided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto. Notwithstanding anything herein to the contrary, this Section 12(m) any right to reimbursements or in-kind benefits under this Agreement shall not be subject apply to liquidation any payments or exchange for another benefitbenefits due to Executive under the Incentive Plans. [Signatures on next page.]

Compliance with Section 409A. The payments due under this Any provisions of the Agreement that are intended subject to comply with Section 409A of the Code (“Code Section 409A”) are intended to comply with all applicable requirements of Section 409A, or an exemption thereunder from the application of Section 409A, and shall be interpreted and administered accordingly. Any ambiguous provision will be construed in a manner that is compliant with, or exempt from, the application of Section 409A. Notwithstanding any provision of this Agreement to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit that constitutes “non-qualified deferred compensation” (within the meaning of Section 409A) upon or following a termination of the Executive’s employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision, references herein to a “termination,” “termination of employment” or like terms shall mean “separation from service” within the meaning of Section 409A. Notwithstanding any provision of this Agreement to the contrary, if any payment or other benefit provided herein would be subject to additional taxes and interest under Section 409A because the timing of such payment is not delayed as required by Section 409A for a “specified employee,” then if the Executive is on the applicable date a specified employee, any such payment that the Executive would otherwise be entitled to receive during the first six months following his “separation from service” (as defined under Section 409A) shall be accumulated and paid, within ten (10) days after the date that is six months following the Executive’s date of “separation from service,” or such earlier date upon which such amount can be paid under Section 409A without being subject to such additional taxes and interest such as, for example, upon the Executive’s death. With respect to any amounts or benefits that are subject to Section 409A, this Agreement shall in all respects be administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment Each payment provided under this Agreement shall be treated as a separate payment. Any payments payment for purposes of “nonqualified deferred compensation” Section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments Agreement. All reimbursements and in-kind benefits provided under this Agreement comply with Code that constitute deferred compensation within the meaning of Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be made or provided in accordance with the following: (i) requirements of Section 409A. Within the amount time period permitted by Section 409A, Callon may, in consultation with the Executive, modify the Agreement in the least restrictive manner necessary and without any diminution in the value of expenses eligible for reimbursement, payments or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind other benefits to be providedthe Executive hereunder, in any other calendar year; (ii) any reimbursement order to avoid the imposition of an eligible expense shall be paid to accelerated tax, additional tax and/or penalties on the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits Executive under this Agreement shall not be subject to liquidation or exchange for another benefit.Section 409A.

Compliance with Section 409A. The (a) This Agreement shall be interpreted to avoid any penalty sanctions and adverse tax consequences under Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring penalty sanctions or adverse tax consequences under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions and adverse tax consequences will not be imposed. All payments due to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” as that term is defined for purposes of Section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Section 409A, the severance payments payable under this Agreement are intended to comply with Section 409A of the Code (“Code Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code exception” under Section 409A and any remaining amount is intended to comply with the “separation pay exception” under Section 409A. For purposes of applying the provisions of Section 409A to the maximum extent possible. To the extent Code Section 409A appliesthis Agreement, each installment payment provided separately identified amount to which the Executive is entitled under this Agreement shall be treated as a separate payment. Any In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement, including any payment pursuant to the Company’s regular payroll practices, shall be treated as a right to a series of separate payments. (c) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” at the time of his separation from service for purposes of Section 409A (as determined by the Company), no payment shall be made on account of such separation from service before the date that is six months after Executive’s separation from service (or, if earlier, the date of Executive’s death) if and to the extent that such payment or benefit constitutes deferred compensation (or may be nonqualified deferred compensation” ) under Section 409A and such deferral is required to be made under this Agreement comply with the requirements of Section 409A. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a termination single lump sum at the end of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. required delay period in order to catch up to the original payment schedule. (d) Notwithstanding anything to the foregoingcontrary in this Agreement, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A all reimbursements and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit benefits provided under this Agreement shall be made or provided in accordance with the following: requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-in kind benefits provided, during each a calendar year canmay not affect the expenses eligible for reimbursement, or in-in kind benefits to be provided, in any other calendar year; , (iiiii) any the reimbursement of an eligible expense shall will be paid to the Associate made on or before the last day of the calendar year following the calendar year in which the expense was is incurred; , and (iiiiv) any the right to reimbursements reimbursement or in-in kind benefits under this Agreement shall is not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. The (A) It is intended that the payments due and benefits provided under Section 7 of this Agreement are intended to comply with Section 409A shall be exempt from the application of the Code (“Code requirements of Section 409A”) or an exemption thereunder and 409A. This Agreement shall be construed construed, administered, and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and governed in a manner that complies effects such intent, and the Windstream Group shall not take any action that would be inconsistent with Code such intent. Specifically, any Severance Benefits payable pursuant to Section 7 above, to the extent they are required to be paid, and are actually or constructively received, during the period from the Termination Date through March 15 of the calendar year following such termination, are intended to constitute separate payments for purposes of Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded and thus exempt from Code application of Section 409A either as separation pay due by reason of the “short‑term deferral” rule. To the extent payments are required to an involuntary separation be paid commencing after that date, they are intended to constitute separate payments that are exempt from service or as a short-term deferral shall be excluded from Code the application of Section 409A by reason of the exceptions under Sections 1.409A‑1(b)(9)(iii) or 1.409A‑1(b)(9)(v) of the Treasury Regulations, as applicable, to the maximum extent possiblepermitted by those provisions. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding Without limiting the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code may not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A upon the Executive. (B) Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee,” as determined under Windstream’s policy for determining specified employees on the Termination Date, all reimbursements or payments provided under Section 10.1(B), and any other payments or benefits provided hereunder that for any reason constitute a “deferral of compensation” within the meaning of Section 409A, that are provided upon a “separation from service” within the meaning of Section 409A and in no event that would otherwise be paid or provided during the first six months following such Termination Date, shall instead be accumulated through and paid or provided (without interest) on the Company be liable for all or any portion first business day following the six‑month anniversary of any taxessuch Termination Date. Notwithstanding the foregoing, penaltiespayments delayed pursuant to this Section 12.8(B) shall commence within 10 calendar days following the Executive’s death prior to the end of the six‑month period. (C) Although Windstream shall use its best efforts to avoid the imposition of taxation, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code and penalties under Section 409A, each reimbursement or in-kind benefit the tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Windstream Group nor the respective directors, officers, employees or advisers shall be provided in accordance with held liable for any taxes, interest, penalties or other monetary amounts owed by the following: Executive (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iiindividual claiming a benefit through the Executive) any reimbursement as a result of an eligible expense shall be paid to the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefitAgreement.

Compliance with Section 409A. The (a) This Agreement and the benefits provided hereunder are intended to comply with the provisions of Section 409A of the Code and the Treasury Regulations and other guidance promulgated thereunder, and the provisions of this Agreement shall be interpreted and construed to be consistent with this intent. Severance payments due provided under this Agreement are intended to comply with be exempt from Section 409A of the Code (under the “separation pay” exception to the maximum extent applicable. Further, such payments that qualify for the “short-term deferral” exception or any other exception under Section 409A of the Code Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with paid under the applicable exception. For purposes of Section 409A. Notwithstanding any other provision 409A of this Agreementthe Code , all payments to be made upon a termination of “nonqualified deferred compensation” provided under this Agreement employment may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary Executive’s separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possibleservice. To the extent Code Section 409A applies, each installment Each payment provided under this Agreement shall be treated as a separate payment. Any payment and the periodic payments of “nonqualified deferred compensation” Base Salary pursuant to Section 4.3(b) and periodic reimbursements of Health Insurance Costs under Section 4.3(c) shall be treated as a right to a series of separate payments for purposes of Section 409A of the Code. In no event will Executive designate the year of payment except as permitted under Section 409A of the Code. (i) Notwithstanding any provision to the contrary in this Agreement, no payments or benefits to which Executive becomes entitled hereunder shall be made or paid to Executive prior to the earlier of (A) the expiration of the six (6)-month period measured from the date of his separation from service or (B) the date of Executive’s death, if Executive is deemed at the time of such separation from service a “key employee” within the meaning of that term under Section 416(i) of the Code and the Company’s stock is publicly traded on an established securities market and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code. Upon the expiration of the applicable Section 409A(a)(2) deferral period, all payments deferred pursuant to this Section 6.6(b) shall be paid in lump sum to Executive on the first day of the seventh month following the separation of service, and any remaining payments due under this Agreement by reason shall be paid in accordance with the normal payment dates specified herein. If Executive dies during the postponement period prior to the payment of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoingpostponed amounts, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate amounts withheld on account of non-compliance with Section 409A of the Code shall be paid to the personal representative of Executive’s estate within 60 days after the date of Executive’s death (c) All reimbursements under Section 409A. To 3.5 and Section 4.3 shall be made following the extent required submission of a reimbursement request by Code Section 409A, each reimbursement or Executive. All reimbursements and in-kind benefit benefits provided under this Agreement shall be made or provided in accordance with the following: requirement of Section 409A of the Code, including, where applicable, the requirement that (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an any eligible expense shall be paid to made no later than the Associate on or before the last day end of the calendar year following the calendar year in which the expense was is incurred; , (ii) the amount of expenses eligible for reimbursement under Section 3.5 and (iiiSection 4.3(c) any right to reimbursements and in-kind benefits payable under Section 3.3 during a calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits payable in another calendar year and (iii) no right to reimbursement under this Agreement Section 3.5 or Section 4.3(c) or payment of in-kind benefits under Section 3.3 shall not be subject to liquidation or exchange for another any other payment or benefit. (d) To the extent permitted under Section 409A of the Code, the Company and Executive agree to negotiate in good faith to make amendments to this Agreement, as the parties mutually agree are necessary or desirable, to avoid the imposition of taxes, penalties or interest under Section 409A of the Code; provided, however, that in no event shall the Company be required to pay any additional monies or increase payments to Executive under the terms hereof. Neither the Company nor Employee shall have the right to accelerate or defer the delivery of any such payments or benefits except (i) where payment may be made within a certain period of time, the timing of payment within such period will be in the sole discretion of Company; or (ii) to the extent specifically permitted or required by Section 409A of the Code.

Compliance with Section 409A. (a) The payments due under Company, First Federal and the Employee agree that, notwithstanding anything herein to the contrary, this Agreement are is intended to be interpreted and operated so that the payment of the benefits set forth herein either shall either be exempt from the requirements of Section 409A or shall comply with Section 409A the requirements of such provision. The Employee hereby acknowledges that they have been advised to seek and has sought the Code (“Code Section 409A”) or an exemption thereunder and shall be construed and administered in accordance advice of a tax advisor with Section 409A. Notwithstanding any other provision respect to the tax consequences to the Employee of all payments pursuant to this Agreement, payments of “nonqualified deferred compensation” provided including any adverse tax consequences or penalty taxes under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with 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 Section 409A, that no representations have been made to the Employee relating to the tax treatment of any payment pursuant to this Agreement under Section 409A and the corresponding provisions of any applicable State income tax laws, and that in no event shall First Federal, the Company nor any affiliate thereof be liable to the Employee for all or any portion of with respect to any taxes, penaltiespenalties or interest which may be imposed upon the Employee pursuant to Section 409A. (b) If, on the date of the Employee's Separation from Service, the Employee is a “specified employee,” as defined in Section 409A, and if any payments or benefits under this Agreement payable upon the Employee's Separation from Service will result in additional tax or interest to the Employee because of Section 409A, then despite any provision of this Agreement to the contrary the Employee will not be entitled to the payments or benefits until the earlier of (1) the date that is six months and one day after Employee's Separation from Service for reasons other expenses than the Employee's death, and (2) the date of the Employee's death. After the end of the period during which payments or benefits are delayed under this provision, the entire amount of the delayed payments and benefits shall be paid to the Employee in a single lump sum, without interest. (c) If an amount payable hereunder that is subject to Section 409A is conditioned upon the Employee's signing a release, and the period of time during which the Employee may sign the release spans two taxable years of the Employee, then the portion of such amount that may be paid during either of such years (depending on when the release is signed) shall be paid in the second year. (d) With respect to reimbursements and in-kind benefits made to the Employee hereunder, if any, which are not otherwise excludible from the Employee's gross income, to the extent required to comply with the provisions of Section 409A, no reimbursement of such expenses incurred by the Associate on account Employee during any taxable year of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement Employee shall be provided in accordance with made after the following: (i) last day of the following taxable year, the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar a taxable year canmay not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar taxable year; (ii) any , and the right to reimbursement of an eligible expense shall be paid to the Associate on such expenses or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or such in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. (a) The intent of the parties is that payments due and benefits under this Agreement are intended to comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreementand, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A accordingly, to the maximum extent possible. To the extent Code Section 409A appliespermitted, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” interpreted to be made under in compliance therewith. If Executive notifies the Company (with reasonable specificity as to the reason therefor) that Executive believes that any provision of this Agreement by reason (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with Executive, reform such provision to attempt to comply with Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A. To the extent that any provision hereof is modified in order to comply with Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit/burden to Executive and the Company of the applicable provision without violating the provisions of 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 any amounts or benefits upon or following a termination of employment shall only be made if unless such termination of employment constitutes is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A. Notwithstanding 409A(a)(2)(B) of the foregoingCode, then with regard to any payment or the Company makes no representations provision of any benefit that is specified as subject to this Section or that is otherwise considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits provided delayed pursuant to this Section 21(b) (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 Executive in a lump sum without interest, and any remaining payments and benefits due under this Agreement comply shall be paid or provided in accordance with Code Section 409A the normal payment dates specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and in no event shall the Company be liable for all expenses or any portion of any taxesin-kind benefits, penalties, interest or other expenses that may be incurred except as permitted by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each (i) the right to reimbursement or in-kind benefit provided under this Agreement benefits shall not be provided in accordance with the following: subject to liquidation or exchange for another benefit, (iii) the amount of expenses eligible for reimbursement, or in-kind benefits providedbenefits, provided during each calendar any taxable year canshall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar taxable year; , provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any reimbursement of an eligible expense arrangement covered by Internal Revenue 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 paid to the Associate made on or before the last day of the calendar Executive’s taxable year following the calendar taxable year in which the expense was incurred; and occurred. (iiid) any right to reimbursements or in-kind benefits Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall not be subject to liquidation or exchange for another benefitwithin the sole discretion of the Company.

Compliance with Section 409A. The payments due under Both the Company and Awardee intend that this Agreement are intended does not result in unfavorable tax consequences to comply with Awardee under Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations issued thereunder (“Code Section 409A”) or an exemption thereunder ). Accordingly, Awardee consents to any amendment of this Agreement the Company may reasonably make consistent to achieve that intention and shall be construed and administered in accordance with Section 409A. Notwithstanding the Company may, disregarding any other provision of in this Agreement to the contrary, unilaterally execute such amendment to this Agreement. The Company shall promptly provide, payments or make available to, Awardee a copy of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemptionany such amendment. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due The Company agrees to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A make any such amendments to preserve the intended benefits to Awardee to the maximum extent possible. To This Section 21 does not create an obligation on the extent Code Section 409A applies, each installment payment provided part of the Company to modify this Agreement and does not guarantee that the amounts or benefits owed under this Agreement will not be subject to interest and penalties under Section 409A. Each cash and/or stock payment and/or benefit provided under the Program and this Agreement and/or pursuant to the terms of the Company’s benefit plans, programs and policies shall be treated as considered a separate payment. Any payments payment for purposes of “nonqualified deferred compensation” Section 409A. For purposes of Section 409A, to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes the extent that Awardee is a “specified employee” within the meaning of the Treasury Regulations issued pursuant to Section 409A as of Awardee’s separation from service” under Code service and to the limited extent necessary to avoid the imputation of any tax, penalty or interest pursuant to Section 409A. Notwithstanding 409A, notwithstanding anything to the foregoingcontrary in this Agreement, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code amount which is subject to Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate is payable on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense Awardee’s separation from service shall be paid to the Associate on or Awardee before the last date (the “Delayed Payment Date”) which is the first day of the calendar year seventh month after Awardee’s separation from service or, if earlier, the date of Awardee’s death following such separation from service. All such amounts that would, but for the calendar year in which immediately preceding sentence, become payable prior to the expense was incurred; Delayed Payment Date will be accumulated and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefitpaid without interest on the Delayed Payment Date.

Compliance with Section 409A. The (a) Notwithstanding anything to the contrary in this Agreement, all benefits or payments due under this Agreement provided by the Company to the Executive that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code are intended to comply with Section 409A of the Code (“Code Section 409A”) or an exemption thereunder and shall be construed and administered Code. Notwithstanding anything in accordance with Section 409A. Notwithstanding any other provision this Agreement to the contrary, distributions of this Agreement, payments of benefits which constitute “nonqualified deferred compensation” provided within the meaning of Section 409A of the Code may be made under this Agreement may only be made upon an event and in a manner that complies with Code permitted by Section 409A of the Code or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A . (b) Notwithstanding anything to the maximum extent possible. To contrary in this Agreement, no portion of the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any benefits or payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only Section 10(b) hereof will be made if such termination of employment constitutes payable until the Executive has a “separation from service” under Code Section 409A. Notwithstanding the foregoing, from the Company makes no representations that within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A of the Code to payments and benefits provided under due to the Executive upon or following his “separation from service”, then notwithstanding any other provision of this Agreement comply with Code (or any otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six months following the Executive’s “separation from service” (taking into account the preceding sentence of this paragraph) will be deferred without interest and paid to the Executive in a lump sum immediately following that six month period. This paragraph 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. For purposes of the application of Section 409A and of the Code, each payment in no event shall a series of payments will be deemed a separate payment. (c) Notwithstanding anything to the Company be liable for all or any portion of any taxescontrary in this Agreement, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To except to the extent required by Code Section 409Aany expense, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with to the following: Executive does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code, and its implementing regulations and guidance, (i) the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits provided, provided to the Executive during each any calendar year canwill not affect the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits provided to be provided, the Executive in any other calendar year; , (ii) any reimbursement of an eligible expense the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be paid to the Associate made on or before the last day of the calendar year following the calendar year in which the applicable expense was incurred; is incurred and (iii) any the right to reimbursements payment or reimbursement or in-kind benefits under this Agreement shall hereunder may not be subject to liquidation liquidated or exchange exchanged for another any other benefit.

Compliance with Section 409A. The payments due This Agreement shall be interpreted to avoid any penalty sanctions under this Agreement are intended to comply with Section section 409A of the Code (“Code Section 409A”) or an exemption thereunder and shall Code. For purposes of section 409A of the Code, all payments to be construed and administered in accordance with Section 409A. Notwithstanding any other provision made upon a termination of this Agreement, payments of “nonqualified deferred compensation” provided employment under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary “separation from service or as a short-term deferral shall be excluded from Code Section service” under section 409A to of the maximum extent possible. To the extent Code Section 409A appliesCode, each installment payment provided made under this Agreement shall be treated as a separate payment. Any parent and the right to a series of installment payments of “nonqualified deferred compensation” to be made under this Agreement by reason is to be treated as a right to a series of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in separate payments. In no event shall the Company be liable for all Executive, directly or any portion indirectly, designate the calendar year of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To payment. If and to the extent required by Code applicable, if the Executive is deemed be a “specified employee” within the meaning of Section 409A, each reimbursement or any payment due hereunder that is deferred compensation subject to Section 409A and payable upon a separation from service shall be delayed until six months and one day following such separation. All reimbursements and in-kind benefit benefits provided under this Agreement shall be made or provided in accordance with the following: requirements of section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each a calendar year canmay not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; calendar-year following the year in which the expense is incurred, (iiiii) any reimbursement of an eligible expense shall will be paid to the Associate on or before made no later than the last day of the calendar year following the calendar year in which the expense was incurred; incurred and (iiiiv) any the right to reimbursements reimbursement or in-kind benefits under this Agreement shall is not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. a. The payments due under Compensation Letter as amended by this Amendment Agreement are is intended to comply with the requirements of Section 409A. Accordingly, all provisions herein shall be construed and interpreted to comply with Section 409A and, if necessary, any such provision shall be deemed amended to comply with Section 409A and the regulations thereunder. b. Notwithstanding any provision to the contrary in the Compensation Letter as amended by this Amendment Agreement, no payments or benefits to which you become entitled under the Compensation Letter in connection with the termination of your employment with the Company shall be made or paid to you prior to the earlier of (i) the first day of the Code seventh (“Code Section 409A”7th) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision month following the date of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded your Separation from Code Section 409A either as separation pay Service due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding or (ii) the foregoingdate of your death, if you are deemed, pursuant to the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred procedures established by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided Compensation Committee in accordance with the following: applicable standards of Section 409A and the Treasury Regulations thereunder and applied on a consistent basis for all for all non-qualified deferred compensation plans subject to Section 409A, to be a “specified employee” at the time of such Separation from Service and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2). Upon the expiration of the applicable Section 409A(a)(2) deferral period, all payments deferred pursuant to this Section 3b shall be paid in a lump sum to you, and any remaining payments due under the Agreement shall be paid in accordance with the normal payment dates specified for them herein. The specified employees subject to such a delayed commencement date shall be identified on December 31 of each calendar year. If you are so identified on any such December 31, you shall have specified employee status for the twelve (12)-month period beginning on April 1 of the following calendar year. c. Unless required by Section 409A, the six-month holdback set forth in Section 3b above shall not be applicable to (i) the amount of expenses eligible for reimbursement, or inany severance payments that qualify as Short-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; Term Deferral Payments and (ii) any reimbursement remaining portion of an eligible expense shall be such severance payments paid after your Separation from Service to the Associate extent (A) that the dollar amount of those payments does not exceed two (2) times the lesser of (x) your annualized compensation (based on your annual rate of pay for the calendar year preceding the calendar year of your Separation from Service, adjusted to reflect any increase during that calendar year which was expected to continue indefinitely had your Separation from Service not occurred) or before (y) the maximum amount of compensation that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which you have a Separation from Service, and (B) such severance payments are to be made to you no later than the last day of the second calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefitSeparation from Service occurs.

Compliance with Section 409A. The It is intended that the payments due under and benefits set forth in this Agreement are intended (including, without limitation, the Severance Benefits) satisfy, to comply with the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code Code”) (Section 409A, together with any state law of similar effect, “Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision ). For purposes of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any (including, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service (whether severance payments, reimbursements or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement 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. Any payments Notwithstanding any provision to the contrary in this Agreement, (a) except to the extent any expense or reimbursement provided pursuant to this Agreement does not constitute a “deferral of “nonqualified deferred compensation” to be made under this Agreement by reason within the meaning of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, reimbursement during each any calendar year canwill not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, reimbursement in any other calendar year; , (ii) any reimbursement of an eligible expense shall the reimbursements for expenses for which you are entitled to be paid to the Associate reimbursed will be made on or before the last day of the calendar year following the calendar year in which the applicable expense was is incurred; , and (iii) any the right to reimbursements payment or in-kind benefits under this Agreement shall reimbursement hereunder may not be subject liquidated or exchanged for any other benefit and (b) if the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits constitute “deferred compensation” under Section 409A and you are, on the date of your Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to liquidation the extent necessary to avoid the incurrence of adverse personal tax consequences under Section 409A, the timing of the Severance Benefits shall be delayed until the earliest of: (i) the date that is six (6) months and one (1) day after your Separation from Service date, (ii) the date of your death, or exchange (iii) such earlier date as permitted under Section 409A 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 or benefits deferred pursuant to this Section 14 shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable), and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Severance Benefits are intended to qualify for another benefitan exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Compliance with Section 409A. (a) The payments due and benefits provided under this Agreement are intended to comply with or be exempt from the requirements of Code Section 409A of and the Code regulations and guidance issued by the Internal Revenue Service (“Code IRS”) thereunder (“Section 409A”) or an exemption thereunder and shall be construed and administered interpreted in accordance with Section 409A. Notwithstanding such intent. To the extent any other provision of this Agreement, payments of “nonqualified deferred compensation” payment or benefit provided under this Agreement may only is subject to Section 409A, such benefit shall be made upon an event and provided in a manner that complies with Code Section 409A; provided, however, in no event shall any action to comply with Section 409A or an applicable exemptionreduce the aggregate amount payable to Executive hereunder unless expressly agreed to in writing by Executive. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. (b) All reimbursements or provision of in-kind benefits pursuant to this Agreement shall be made in accordance with Treasury Regulation § 1.409A-3(i)(1)(iv) such that the reimbursement or provision will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. To Specifically, the extent Code Section 409A applies, each installment payment amount reimbursed or in-kind benefits provided under this Agreement during Executive’s taxable year may not affect the amounts reimbursed or provided in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be treated made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred, and the right to reimbursement or provision of in-kind benefit is not subject to liquidation or exchange for another benefit. (c) To the extent required to comply with Section 409A (as determined by the Company), if Executive is a separate payment. Any payments “specified employee,” as determined by the Company, as of “nonqualified deferred compensation” to be made his Termination Date, then all amounts due under this Agreement by reason that constitute a “deferral of compensation” within the meaning of Section 409A, that are provided as a termination result of employment shall only be made if such termination of employment constitutes a “separation from service” within the meaning of Section 409A, and that would otherwise be paid or provided during the first six months following Executive’s date of termination, shall be accumulated through and paid or provided on the first business day that is more than six months after Executive’s date of termination (or, if Executive dies during such six month period, within 90 days after Executive’s death). Each payment under Code this Agreement, including each payment in a series of installment payments, is intended to be a separate payment for purposes of Treasury Regulation § 1.409A-2(b). Any payments subject to Section 409A that are contingent upon execution of a release that may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as termination of employment) occurs shall commence payment only as soon as possible in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code are exempt from, or compliant with, Section 409A and in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate Executive on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.409A.

Compliance with Section 409A. The payments due under Company and the Executive intend that this Agreement are intended to and all distributions made and benefits provided hereunder, and the terms of the governing documents supporting such distributions and benefits, shall comply with Section 409A of the Code and applicable Treasury Regulations and other guidance promulgated thereunder (“Code Section 409A”) ). Notwithstanding anything herein to the contrary, the Executive shall not be entitled to receive any distribution or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding benefit hereunder or under any other provision agreement with or plan or program maintained by the Company (collectively, the “Other Arrangements”) prior to the earliest date on which distributions or benefits of this Agreementthe type in question may be made to “specified employees” pursuant to Section 409A without incurring a penalty tax under Section 409A (the “Specified Employee Restriction”), payments provided, however, for the sake of “nonqualified deferred compensation” provided clarification and without limiting the intent of the foregoing, it is the intention of the parties that the Executive will receive all benefits and distributions under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A the Other Arrangements without any delay or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service deferral if the provision of such benefit or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall distribution would not be subject to liquidation the Specified Employee Restriction. In order more effectively to ensure compliance with Section 409A and consistent with the intention of the parties with respect to the benefits and compensation to be provided to the Executive hereunder and under the Other Arrangements, the Company and the Executive shall consult with one another in good faith and shall (i) agree upon the timing of any distribution to be made pursuant to, and the provision of any benefits or exchange rights granted by this Agreement and the Other Arrangements, and (ii) agree upon the terms, language and form of any amendment to any agreement between the Company and the Executive and any election by the Executive required or desirable to comply with Section 409A, and the Company shall not have any liability for another benefitviolation of the requirements set forth in the immediately preceding sentence with respect to any agreement made pursuant to (i) or (ii) above or for any actions, distributions, or provision of benefits granted thereunder.

Compliance with Section 409A. The If Executive is a “Specified Employee” (within the meaning of Section 409A and determined pursuant to procedures adopted by the Corporation) at the time of Executive’s Termination and any amount that would be paid to Executive during the six-month period following Termination constitutes “Deferred Compensation” (within the meaning of Section 409A), such amount shall not be paid to Executive until the later of (i) six months after the date of Executive’s Termination, and (ii) the payment date or commencement date specified in this Agreement for such payment(s). On the first regular payroll date following the expiration of such six-month period (or if Executive dies during the six-month period, the first payroll date following the death), all payments due that were delayed pursuant to the preceding sentence shall be paid to Executive in a single lump sum and thereafter all payments shall be made as if there had been no such delay. All Severance Benefits described in Section 4.B shall be paid by, and no further severance compensation shall be paid or payable after, December 31 of the second calendar year following the year in which Executive’s Termination occurs. Severance Benefits under this Agreement are intended to comply with Section be exempt from section 409A of the Code (under the “Code Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A exception,” to the maximum extent possibleapplicable. To Any payments hereunder that qualify for the extent “short-term deferral” exception or another exception under section 409A of the Code Section 409A applies, each installment payment shall be paid under the applicable exception. All reimbursements provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: requirements of section 409A of the Code, including, where applicable, the requirement that (ia) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (b) the amount of expenses eligible for reimbursement, or in-kind benefits provided, reimbursement during each a calendar year canmay not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, reimbursement in any other calendar year; , (iic) any the reimbursement of an eligible expense shall will be paid to the Associate made on or before the last day of the calendar taxable year following the calendar year in which the expense was is incurred; , and (iiid) any the right to reimbursements or in-kind benefits under this Agreement shall reimbursement is not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. The payments due under All references in this Agreement are intended to comply with Executive’s termination of employment shall mean his “separation from service” within the meaning of Section 409A of the Code and Treasury regulations promulgated thereunder. In the event that any payment under this Agreement would subject Executive to the imposition of taxes and penalties (“Code Section 409A409A Penalties”) or an exemption thereunder and under Section 409A unless the payment is delayed, the payment shall be construed delayed in such manner as to avoid the 409A penalties. In the event any term of this Agreement would subject Executive to the imposition of 409A Penalties, the Company and administered in accordance with Section 409A. Executive shall cooperate diligently to amend such term of this Agreement to avoid such 409A Penalties, to the extent possible. Notwithstanding any other provision of in this Agreement, payments if as of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A appliesdate on which Executive’s employment terminates, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes Executive is a “separation from servicespecified employee” under Code Section 409A. Notwithstanding within the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code meaning of Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred regulations as determined by the Associate on account of non-compliance with Code Section 409A. To Company, then to the extent required by Code Section 409A, each reimbursement any amount payable or in-kind benefit provided under this Agreement that the Company reasonably determines would be nonqualified deferred compensation within the meaning of Section 409A, that under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s effective date of termination, such payment or benefit shall be provided in accordance with delayed until the following: earlier to occur of (ia) the amount six-month anniversary of expenses eligible for reimbursementsuch termination date or (b) the date of Executive’s death. In the case of taxable benefits that constitute deferred compensation, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be providedCompany, in lieu of a delay in payment, may require Executive to pay the full costs of such benefits during the period described in the preceding sentence and reimburse Executive for said costs within thirty (30) calendar days after the end of such period. With respect to any other calendar year; (ii) any reimbursements under this Agreement, such reimbursement of an eligible expense shall be paid to the Associate made on or before the last day of the calendar Executive’s taxable year following the calendar taxable year in which the expense was incurred; and (iii) incurred by Executive. The amount of any right to reimbursements expenses eligible for reimbursement or the amount of any in-kind benefits provided, as the case may be, under this Agreement during any calendar year shall not affect the amount of expenses eligible for reimbursement or the amount of any in-kind benefits provided during any other calendar year. The right to reimbursement or to any in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for another any other benefit. If under this Agreement an amount is paid in two or more installments, for purposes of Section 409A, each installment shall be treated as a separate payment.

Compliance with Section 409A. The payments due parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their best efforts to achieve timely compliance with or exemption from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date the Performance Shares are awarded. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any compensation or benefits payable or provided under this Agreement may be subject to Section 409A of the Code, the Company may adopt such limited amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company reasonably determines are intended necessary or appropriate to comply with (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (“ii) comply with the requirements of Section 409A of the Code. Although the Company intends to take such actions so as to allow the Performance Units award under this Agreement to avoid adverse tax treatment pursuant to Section 409A of the Code Section 409A”) and otherwise, the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or an exemption thereunder and avoid unfavorable tax treatment. The Company shall be construed and administered unconstrained in accordance with Section 409A. its corporate activities without regard to the potential negative tax impact on the Participant. Notwithstanding any other provision of this Agreement, payments to the extent the delivery of “nonqualified cash or the Shares represented by the Performance Shares is treated as non‑qualified deferred compensation” provided under this Agreement may only compensation subject to Section 409A of the Code, then (a) no delivery of such cash or the Shares shall be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a Participant’s termination of employment shall only be made if unless such termination of employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations and (b) if the Participant is deemed at the time of termination of employment to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed delivery of the cash or the shares to which the Participant is entitled under this Agreement, and which is deliverable to the Participant due to termination of employment, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such delivery of cash or the Shares shall not be made to the Participant prior to the earlier of (x) the expiration of the six-month period measured from the date of the Participant’s “separation from service” (as such term is defined in Section 1.409A-1(h) of the Treasury Regulations) or (y) the date of the Participant’s death. The determination of whether the Participant is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code Section 409A. Notwithstanding as of the foregoing, time of separation from service shall be made by the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount terms of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Associate on or before the last day Section 409A of the calendar year following Code and applicable guidance thereunder (including without limitation Section 1.409A-1(i) of the calendar year in which the expense was incurred; Treasury Regulations and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefitsuccessor provision thereto).

Compliance with Section 409A. The payments due (a) Payments and benefits under this Agreement are intended to comply with be exempt from Section 409A of the Internal Revenue Code of 1986 and the regulations issued thereunder, as each may be amended from time to time (“Code Section 409A”) to the maximum possible extent and, to the extent not exempt, are intended to comply with the requirements of Section 409A. The provisions of this Agreement shall be construed in a manner consistent with such intent. (b) With respect to any “deferred compensation” within the meaning of Section 409A that is payable or an exemption thereunder commences to be payable under this Agreement solely by reason of the Employee’s termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, the Employee experiences a “separation from service” as defined in Section 409A, subject to Section 11 of the Agreement and subject to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require the Company to, and the Company shall not, accelerate the payment of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. (c) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “Specified Employee” within the meaning of Section 409A at the time his employment terminates and any amount payable to the Employee by virtue of his separation from service constitutes “deferred compensation” within the meaning of Section 409A, any such amounts that otherwise would be payable during the first six months following separation from service shall be delayed and accumulated for a period of six months and paid in a lump sum on the first day of the seventh month. Amounts exempt from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreementto, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a fit within the short-term deferral shall be excluded from Code and separation pay exceptions to Section 409A to the maximum permissible extent possible. To the extent Code Section 409A applies, and each installment payment provided under this Agreement thereof shall be treated as a separate payment. payment for such purposes. (d) Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement reimbursements or in-kind benefit benefits provided under this Agreement to the Employee shall be provided administered in accordance with the followingSection 409A, such that: (ia) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar one year canshall not affect the expenses eligible for reimbursement, reimbursement or the in-kind benefits to be provided, provided in any other calendar year; (iib) any reimbursement of an eligible expense expenses shall be paid to the Associate made on or before the last day December 31 of the calendar year following the calendar year in which the expense was incurred; and (iiic) any the right to reimbursements reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or to exchange for another benefit.

Compliance with Section 409A. The It is intended that the severance payments due under this Agreement are intended to comply with Section 409A of the Code (“Code Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” benefits provided under this Agreement may only Section 6 be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded exempt from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code the provisions of Section 409A to the maximum fullest extent possible. To the extent Code that any such payment or benefit is subject to Section 409A appliesthen, each installment payment provided notwithstanding anything in this Agreement to the contrary, any amount that becomes payable under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” to be made under this Agreement by reason of a the Employee upon the Employee’s termination of employment shall only not be made if paid unless such termination of employment constitutes a separation from service under Section 409A and payment of any severance amount under Section 6 shall not commence until sixty (60) days after such separation from service. A “separation from service” means a separation from service with the Company and all other persons or entities with whom the Company would be considered a single employer under Code Section 409A. Notwithstanding the foregoing, If the Company makes no representations determines in good faith that the payments and benefits provided Employee is a “specified employee” under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxesthen, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To to the extent required by Code under Section 409A, each reimbursement any amount that otherwise would be payable to the Employee during the six-month period following the Employee’s separation from service shall be suspended until the lapse of such six-month period (or, if earlier, the date of death of the Employee). The amount that otherwise would be payable to the Employee during such period of suspension shall be paid in a single payment on the day following the end of such six-month period (or, if such day is not a business day, on the next succeeding business day) or within thirty (30) days following the death of the Employee during such six-month period, provided that the death of the Employee during such six-month period shall not cause the acceleration of any amount that otherwise would be payable on any date during such six-month period following the date of the Employee’s death. Any amounts not subject to the suspension described in the preceding sentence shall be paid as otherwise provided in this Agreement. Any in-kind benefit benefits provided and expenses eligible for reimbursement under this Agreement shall be provided paid pursuant to the Company’s reimbursement policies, but in accordance with no event shall any reimbursement be paid after the following: (i) last day of the taxable year following the taxable year in which the expense was incurred by the Employee. The amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar provided or reimbursable expenses incurred in one taxable year canshall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, provided or the expenses eligible for reimbursement in any other calendar taxable year; (ii) any reimbursement of an eligible expense shall be paid to the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any . Such right to reimbursements reimbursement or in-kind benefits under this Agreement shall is not be subject to liquidation or exchange for another benefit.