Common use of Internal Revenue Code Section 409A Clause in Contracts

Internal Revenue Code Section 409A. (a) It is the intent of the parties that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.

Internal Revenue Code Section 409A. (a) It is the intent of the parties The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be interpreted and administered read in such a manner so that any amount all payments hereunder are either exempt or benefit payable hereunder shall comply with Section 409A. The Parties agree that this Agreement may be paid or provided in a manner that is amended, as reasonably requested by either Party, as may be necessary to be exempt from or compliant fully comply with the requirements Section 409A of in order to preserve the Internal Revenue Code of 1986, as amended (the “Code”), payments and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code)benefits provided hereunder without additional cost to either Party. Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement contained herein to the contrary, to the extent that the severance payments required in order to avoid accelerated taxation and/or tax penalties under Section 6(e) 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer or any of its subsidiaries or Affiliates. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A, and any other amount or benefit under payments described in this AgreementAgreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, constitutes non-exempt if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “deferred compensationspecified employee” for purposes of Section 409A 409A, to the extent delayed commencement of any portion of the Code benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (“Non-Exempt Deferred Compensation”a) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination the expiration of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation six-(6) month period measured from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of EmployeeExecutive’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (ib) the amount date of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following EmployeeExecutive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.

Internal Revenue Code Section 409A. (a) It is the intent of the parties intended that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant comply with the requirements provisions of Section 409A of the Internal Revenue Code so as not to subject Executive to the payment of 1986, as amended (the “Code”), additional taxes and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief interest under Section 409A of the Code). Neither the Company GroupIn furtherance of this intent, nor their directors, officers, employees or advisers this Agreement shall be held liable for interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any taxes, interest, penalties regulations or other monetary amounts owed by Employee as a guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise Executive is determined to be payable or distributable a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, are deemed to be deferred compensation shall be subject to any permissible acceleration a six (6) month delay following the Termination Date. For purposes of payment by Section 409A of the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order)Code, (j)(4)(iii) (conflicts all installment payments of interest)deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (j)(4)(vi6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (payment or, if earlier, the date of employment taxes): death of Executive) with all such delayed payments being credited with interest (icompounded monthly) for this period of delay equal to the amount prime rate in effect on the first day of such Nonsix-Exempt Deferred Compensation month period. Any portion of the benefits hereunder that would were not otherwise due to be payable paid during the six-month period immediately following Employee’s separation from service will the Termination Date shall be accumulated through and paid or provided on to Executive in accordance with the first day of the seventh month following Employee’s separation from service payment schedule established herein. (or, if Employee dies during such period, within 30 days after his deathc) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the The term “Specified Employee” has the meaning given such term shall mean any person who is a “key employee” (as defined in Code Section 409A and 416(i) of the final regulations thereunderCode without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. (a) It is the intent intended that all of the parties that severance benefits and other payments payable under this Agreement shall satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) (“Section 409A”), and this Agreement will be interpreted construed to the greatest extent possible as consistent with those provisions, and administered in a manner to the extent not so that exempt, this Agreement (and any amount or benefit payable hereunder shall definitions hereunder) will be paid or provided construed in a manner that is either exempt from or compliant complies with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application 409A. For purposes of Section 409A (including, without limitation, for purposes of the Code. (b) Notwithstanding anything in Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under contrary in this Agreement, constitutes non-exempt if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “deferred compensationspecified Executive” for purposes of Section 409A 409A(a)(2)(B)(i), and if any of the Code (payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “Non-Exempt Deferred Compensation”deferred compensation,” then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and that would otherwise the related adverse taxation under Section 409A, such payments shall not be payable or distributable hereunder by reason provided to Executive prior to the earliest of Employee’s termination (i) the expiration of the Employmentsix-month and one day period measured from the date of Executive’s Separation from Service, (ii) the date of Executive’s death or (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 Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 23 shall be paid in a lump sum to Executive, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be payable or distributable deemed to Employee unless have occurred any earlier than the circumstances giving rise 60th day following the Separation from Service, regardless of when the Release actually becomes effective. To the extent required to such termination of the Employment meet any description or definition of “separation from service” in avoid accelerated taxation and/or tax penalties under Section 409A of the Code and applicable regulations (without giving effect 409A, amounts reimbursable to any elective provisions that may be available Executive under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution Agreement shall be made paid to Executive on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 last day of the year after following the year in which the expense was incurred. No right of Employee to reimbursement incurred and the amount of expenses under this Agreement shall be subject eligible for reimbursement (and in-kind benefits provided to liquidation Executive) during any one year may not effect amounts reimbursable or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described provided in Treasany subsequent year. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A The Company makes no representation that any or all of the Code. (f) Notwithstanding anything payments described in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid exempt from or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code comply with Section 409A and the final regulations thereundermakes no undertaking to preclude Section 409A from applying to any such payment.

Internal Revenue Code Section 409A. (a) It is Cortland Bancorp and the intent Executive intend that their exercise of the parties that authority or discretion under this Agreement shall be interpreted and administered comply with section 409A of the Internal Revenue Code of 1986. If when the Executive’s employment terminates the Executive is a specified employee, as defined 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 section 409A of the Internal Revenue Code of 1986, and if any payments or benefits under this Agreement will result in additional tax or interest to the Executive because of section 409A, then despite any provision of this Agreement to the contrary the Executive shall not be entitled to the payments or benefits until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A. As promptly as amended (possible after the “Code”)end of the period during which payments or benefits are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A, the provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax or interest under section 409A, Cortland Bancorp shall reform the provision. However, Cortland Bancorp shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and Cortland Bancorp shall not be required to incur any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee additional compensation expense as a result of the application of Section 409A of the Code. (b) Notwithstanding anything reformed provision. References in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section section 409A of the Internal Revenue Code (“Non-Exempt Deferred Compensation”) of 1986 include rules, regulations, and that would otherwise be payable or distributable hereunder guidance of general application issued by reason of Employee’s termination the Department of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Treasury under Internal Revenue Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.section 409A.

Internal Revenue Code Section 409A. (a) It is the intent Notwithstanding any provision of the parties that this Agreement, this Agreement shall be construed and 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 to comply with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)amended, and applicable Internal Revenue Service guidance if necessary, any provision shall be held null and Treasury Regulations issued thereunder void to the extent such provision (and any applicable transition relief or part thereof) fails to comply with Section 409A of the Code or regulations thereunder. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code). Neither , each payment of compensation under the Company Group, nor their directors, officers, employees or advisers Agreement shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee treated as a result separate payment of compensation for purposes of applying the Section 409A of the application Code deferral election rules and the exclusion from Section 409A of the Code for certain short-term deferral amounts. Any amounts payable solely on account of an involuntary separation from service within the meaning of Section 409A of the Code shall be excludible from the requirements of Section 409A of the Code. , either as involuntary separation pay or as short-term deferral amounts (be.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) Notwithstanding anything in this Agreement to the contrarymaximum possible extent. If, as of the Date of Termination, Executive is a "specified employee" as determined by the Company, then to the extent that the severance payments under Section 6(e) and any other amount or benefit that would be paid or provided to Executive under this Agreement, Agreement within six (6) months of his "separation from service" (as determined under Section 409A) constitutes non-exempt “an amount of deferred compensation” compensation for purposes of Section 409A and is considered for purposes of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise Section 409A to be payable owed to Executive by virtue of his separation from service, then such amount or distributable hereunder by reason of Employee’s termination of the Employment, such amounts benefit will not be payable paid or distributable to Employee unless provided during the circumstances giving rise to such termination six-month period following the date of Executive's separation from service and instead shall be paid or provided on the Employment meet any description or definition first business day that is at least seven (7) months following the date of “Executive's separation from service” , except to the extent that, in the Company's reasonable judgment, payment during such six-month period would not cause Executive to incur additional tax, interest or penalties under Section 409A. Further, any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code and applicable regulations Code, including, where applicable, the requirement that (without giving effect to i) any elective provisions that may be available under such definition). This provision does not prohibit reimbursement is for expenses incurred during the vesting period of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends time specified in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, (ii) the amount of such expenses reimbursable in any one eligible for reimbursement, or in-kind benefits provided, during a calendar year shall may not affect the amount reimbursable expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, and (iii) the reimbursement of an eligible expense must will be made no later than December 31 the last day of the calendar year after following the year in which the expense was is incurred. No , and (iv) the right of Employee to reimbursement of expenses under this Agreement shall be or in-kind benefits is not subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.

Internal Revenue Code Section 409A. (a) It is the intent of the The parties that to this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with intend for the requirements payments to satisfy the short-term deferral exception under Section 409A of the Internal Revenue Code or, in the case of 1986medical, dental and life insurance benefits, not constitute deferred compensation (since such amounts are not taxable to the Executive). However, notwithstanding anything to the contrary in this Agreement, to the extent payments do not meet the short-term deferral exception of Section 409A of the Code and, in the event the Executive is a “Specified Employee” (as amended (defined herein) no payment shall be made to the Executive under this Agreement prior to the first day of the seventh month following termination of employment in excess of the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief permitted amount” under Section 409A of the Code). Neither For these purposes the “permitted amount” shall be an amount that does not exceed two times the lesser of: (A) the sum of the Executive’s annualized compensation based upon the annual rate of pay for services provided to the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 preceding the year in which the expense was incurred. No right of Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest)Executive terminates employment, or (j)(4)(viB) (the maximum amount that may be taken into account under a tax-qualified plan pursuant to Section 401(a)(17) of the Code for the calendar year in which occurs the termination of employment occurs. The payment of employment taxes): the “permitted amount” shall be made within five (i5) business days of the termination of employment. Any payment in excess of the permitted amount of such Non-Exempt Deferred Compensation that would otherwise shall be payable during made to the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided Executive on the first day of the seventh month following Employeethe Executive’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end termination of the Required Delay Periodemployment. For purposes of this Agreement, the term “Specified Employee” has shall be interpreted to comply with Section 409A of the Code and shall mean a key employee within the meaning given such term of Section 416(i) of the Code (without regard to paragraph 5 thereof), but an individual shall be a “Specified Employee” only if the Company is a publicly-traded institution or the subsidiary of a publicly-traded holding company. References in Code this Agreement to Section 409A of the Code include rules, regulations, and guidance of general application issued by the final regulations thereunderDepartment of the Treasury under Section 409A of the Code.

Internal Revenue Code Section 409A. (a) It This Agreement shall be interpreted and applied in all circumstances in a manner that is consistent with the intent of the parties that amounts earned and payable pursuant to this Agreement shall not be interpreted and administered in a manner so that any amount subject to the premature income recognition or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A adverse tax provisions of the Internal Revenue Code Section 409A. Accordingly, by way of 1986example and not limitation, (a) distributions of benefits payable following Employee’s termination of employment shall commence as of the date required by this Agreement or, as amended (if later, the “Code”), and applicable earliest date permitted by Internal Revenue Service guidance and Treasury Regulations issued thereunder Code Section 409A, (and any applicable transition relief under generally six months after termination, if Employee is a “specified employee” within the meaning of Internal Revenue Code Section 409A of the Code409A). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code.; (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt phrase “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not employment” (and similar terms and phrases) shall be payable or distributable construed to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of mean “separation from service” in Section 409A within the meaning of the Internal Revenue Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.”; (c) Whenever in the right to receive installment payments pursuant to this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment treated as a right to receive a series of separate and distinct payments; and (d) to the extent that any reimbursement or in-kind benefits are subject to the requirements of Internal Revenue Code Section 409A, (x) the amount eligible for reimbursement or in-kind benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall will not affect the amount reimbursable eligible for reimbursement or in-kind benefit in any other calendar yearyear (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), and (y) 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 Employee to reimbursement of expenses under this Agreement shall be or an in-kind benefit is not subject to liquidation or exchange for another benefit. , and (ez) Each payment of termination benefits under Section 6 of subject to any shorter time periods provided in this Agreement, including, without limitation, each payment any such reimbursement of COBRA Cost under Section 6(g)(iv), shall an expense or in-kind benefit must be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of made on or before the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first last day of the seventh month calendar year following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (the calendar year in either case, which the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunderexpense was incurred.

Internal Revenue Code Section 409A. (a) It is Notwithstanding anything stated herein to the intent of contrary, the parties that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or severance pay provided in a manner that connection with your Involuntary Termination under this Section 4 is either intended to be exempt from or compliant with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under ) Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of pursuant to Treasury Regulation Section 409A of the Code. (b1.409A-1(b)(9)(iii) Notwithstanding anything in this Agreement and to the contraryextent it is exempt pursuant to such section it shall in any event be paid no later than the last day of your second taxable year following the taxable year in which your Involuntary Termination has occurred; provided that, to the extent that the such severance payments under Section 6(e) and any other amount payments paid to you in connection with your Involuntary Termination does not qualify or benefit under this Agreementotherwise exceeds the limit set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the Treasury or the IRS, constitutes non-exempt “deferred compensation” for purposes of Section 409A the portion of the Code severance pay that does not qualify or otherwise exceeds such limit, as determined by the Company in its sole discretion, shall be paid by no later than the fifteenth (“Non-Exempt Deferred Compensation”15th) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination day of the Employmentthird (3rd) month following the end of your first tax year in which your Involuntary Termination occurs, such amounts will not be payable or distributable to Employee unless or, if later, the circumstances giving rise to such termination fifteenth (15th) day of the Employment meet third (3rd) month following the end of the Company’s first tax year in which your Involuntary Termination occurs, as provided in Treasury Regulation Section 1.409A-1(b)(4). To the extent that any description or definition of “separation from service” COBRA payment premiums set forth in Section 409A of the 4(b) or 4(c) above are not exempt from Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” , then (ci) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, benefits provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one during any calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall may not affect the amount reimbursable benefits to be provided in any other calendar year, and the reimbursement ; (ii) any payment of an eligible expense must COBRA premiums shall be made no later than December 31 on or before the earlier of the last day of the calendar year after following the calendar year in which the COBRA premium expense was incurred. No incurred and the end of the second calendar year following the year of the Involuntary Termination; and (iii) the right of Employee to reimbursement of expenses under this Agreement such benefits shall not be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of Notwithstanding the Code. (f) Notwithstanding anything in this Agreement to the contraryabove, if any amount of the severance pay provided in connection with your Involuntary Termination does not qualify for any reason to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable Treasury Regulation Section 1.409A-1(b)(4) or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment other applicable exemption and you are deemed by the Company under Treas. Reg. at the time of your Involuntary Termination to be a “specified employee,” as defined in Treasury Regulation Section 1.409A-3(j)(4)(ii) (domestic relations order1.409A-1(i), (j)(4)(iii) (conflicts of interest), each such severance payment shall not be made or (j)(4)(vi) (payment of employment taxes): (i) commence until the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on date which is the first (1st) business day of the seventh (7th) month following Employee’s separation from service after your Involuntary Termination and the installments that otherwise would have been paid during the first six (or6) months after your Involuntary Termination shall be paid in a lump sum on the first (1st) business day of the seventh (7th) month after your Involuntary Termination, if Employee dies during such periodwith any remaining severance pay to be paid in accordance with the schedule set forth in Section 4(b) or 4(c) above, within 30 days after his death) as applicable. Such deferral shall only be effected to the extent required to avoid adverse tax treatment to you, including (in either case, the “Required Delay Period”); and (iiwithout limitation) the normal payment or distribution schedule additional twenty percent (20%) federal tax for any remaining payments or distributions will resume at the end which you would otherwise be liable under Section 409A(a)(1)(B) of the Required Delay Period. For purposes Code in the absence of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunderdeferral.

Internal Revenue Code Section 409A. (a) It is the intent of the parties that this This Agreement shall will be interpreted construed 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 to preserve the exemption from or compliant with the requirements Section 409A of the Internal Revenue Code of 1986, payments that qualify as amended (a short-term deferral or that qualify for the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and two-times separation pay exception. With respect to any applicable transition relief under amount that is subject to Section 409A of the Code), it is intended, and this Agreement will be so construed, that any such amount payable under this Agreement and the Company’s, Bank’s or Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Code Section 409A and the treasury regulations relating thereto (“Section 409A”) so as not to subject Executive to the payment of interest and additional tax that may be imposed under Section 409A. Solely as necessary to comply with Section 409A, for purposes of this Agreement, “termination of employment” or “employment termination” or similar terms shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) of the Code. Neither If a payment is not made by the Company Groupdesignated payment date under this Agreement, nor their directors, officers, employees or advisers the payment shall be held liable for made by December 31 of the calendar year in which the designated date occurs. (b) If Executive is a “specified employee” on Executive’s separation from service, any taxespayment that is subject to Section 409A and that is payable to Executive in connection with Executive’s separation from service, shall not be paid earlier than six months after such separation from service, and to the extent any such payment is delayed, will be paid, without interest, penalties on the first payroll date after the expiration of such six-month period (if Executive dies after the date of Executive’s separation from service but before any payment has been made, such remaining payments that were or other monetary amounts owed could have been delayed will be paid to Executive’s estate without regard to such six-month delay). (c) References in this Agreement to Section 409A include rules, regulations, and guidance of general application issued by Employee as a result the Department of the application of Treasury under Internal Revenue Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.

Internal Revenue Code Section 409A. (a) It is the intent of the parties that The compensation and benefits payable under this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with are not intended to constitute “nonqualified deferred compensation” within the requirements meaning of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (and the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and thereunder. However, notwithstanding any applicable transition relief under Section 409A provision of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Section 409A and any payment or provision hereunder that would otherwise result in the application of taxes under Section 409A at any time may be modified in the sole discretion of the Company to the extent that the severance payments necessary for this Agreement and such payment to comply with and avoid taxation under Section 6(e) 409A and the Treasury Regulations thereunder or an exemption therefrom, including any other amount such modifications with retroactive effect, as necessary, provided, however, that nothing herein shall, or benefit shall be construed so as to, obligate the Company to make any such modification or indemnify or hold harmless any party for any failure to do. Without limiting the generality of the foregoing, no compensation or benefits payable under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet including without limitation any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv)Severance, shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement paid to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable Executive during the six6-month period immediately following EmployeeExecutive’s separation Separation from service will be accumulated through and paid Service if the Company determines that paying such amounts at the time or provided times indicated herein would cause Executive to incur additional taxes under Section 409A. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreementsuch 6-month period (or such earlier date upon which such amount can be paid under Section 409A without being subject to such additional taxes), the term “Specified Employee” has Company shall pay to Executive a lump-sum amount equal to the meaning given cumulative amount that would have otherwise been payable to Executive during such term in Code Section 409A and the final regulations thereunder6-month period (without payment of interest thereon).

Internal Revenue Code Section 409A. (a) It is The Employers and the intent Executive acknowledge that each of the parties that payments and benefits to the Executive under this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is must either exempt from or compliant comply with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code and the regulations thereunder or qualify for an exception from compliance. To that end, the Employers and the Executive agree that: (a) the legal fee reimbursements described in Section 19 are intended to satisfy the requirements for a “Non-Exempt Deferred Compensation”reimbursement plan” described in Treasury Regulation Section 1.409A-3(i)(1)(iv)(A) and that would otherwise shall be payable or distributable hereunder by reason of Employee’s termination of administered to satisfy such requirements; (b) the Employmentlife, such amounts will not medical, dental and disability coverage described in Section 3 are intended (A) if furnished in-kind, to be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation exempt from service” in compliance with Section 409A of the Code as a welfare benefit plan described in Treasury Regulation Section 1.409A-1(b)(5) and applicable regulations (without giving effect B) if furnished by reimbursement, to any elective provisions that may be available under such definition). This provision does not prohibit satisfy the vesting of any amount upon Employee’s termination of the Employment requirements for a “reimbursement or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution in-kind benefit plan” described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.”administered to satisfy such requirements; (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of Standard Termination Entitlements payable upon termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins employment described in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled Section 3 are intended to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of exempt from Section 409A of the Code. (fCode pursuant to Treasury Regulation Section 1.409A-1(b)(3) Notwithstanding anything in this Agreement as payments made pursuant to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable Employers’ customary payment timing arrangements. All other payments and benefits due to the Executive under this Agreement by reason on account his termination of Employee’s employment that are not exempt from Section 409A of the Code shall not be paid prior to, and shall, if necessary, be deferred to and paid on the later of the earliest date on which the Executive experiences a separation from service during a period in which he (within the meaning of Treasury Regulation Section 1.409A-1(h)) and, if the Executive is a Specified Employee specified employee (as defined belowwithin the meaning of Treasury Regulation Section 1.409A-1(i), then, subject to any permissible acceleration ) on the date of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s his separation from service will be accumulated through and paid or provided on service, the first day of the seventh month following Employee’s his separation from service service. All such deferred amounts shall be deposited in a grantor trust which meets the requirements of Revenue Procedure 92-65 (oras amended or superseded from time to time), if Employee dies during such periodthe trustee of which shall be a financial institution selected by the Employers with the approval of the Executive (which approval shall not be unreasonably withheld or delayed), within 30 days after his deathpursuant to a trust agreement, the terms of which are approved by the Executive (which approval shall not be unreasonably withheld or delayed) (in either case, the “Required Delay PeriodRabbi Trust”); , and (ii) payments made shall include earnings on the normal payment or distribution schedule for any remaining payments or distributions will resume at investments made with the end assets of the Required Delay Period. For purposes Rabbi Trust, which investments shall consist of this Agreement, the short-term “Specified Employee” has the meaning given investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such term in Code Section 409A and the final regulations thereundersecurities.

Internal Revenue Code Section 409A. (a) It Notwithstanding any provision to the contrary in the Agreement, if the Executive is deemed at the intent time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the parties that Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not 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 to Executive prior to the earlier of (a) the expiration of the six-month period measured from or compliant the date of the Executive’s “separation from service” with the requirements Section 409A of Company (as such term is defined in the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code)) or (b) the date of Executive’s death. Neither Upon the Company Groupexpiration of the applicable Code Section 409A(a)(2)(B)(i) period, nor their directors, officers, employees or advisers all payments deferred pursuant to this Section 6.14 shall be held liable for paid in a lump sum to the Executive, and any taxes, interest, penalties or other monetary amounts owed by Employee remaining payments due under the Agreement shall be paid as a result of the application of Section 409A of the Codeotherwise provided herein. (b) The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their best efforts to achieve timely compliance with Section 409A, including, without limitation, any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding anything in any provision of this Agreement to the contrary, to in the extent event that the severance payments Company determines that any amounts payable hereunder would otherwise be taxable to Executive under Section 6(e) 409A, the Company may adopt such amendments to this Agreement and any other amount appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines in its sole discretion are necessary or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes appropriate to comply with the requirements of Section 409A and thereby avoid the application of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available penalty taxes under such definitionSection. (Signature page follows). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.

Internal Revenue Code Section 409A. This Agreement is intended to comply with the American Jobs Creation Act of 2004, Code Section 409A, and related guidance. (a) It is Notwithstanding anything to the intent contrary set forth in this Agreement, any Severance Benefits paid (i) within 2-½ months of the parties that this Agreement end of the Company’s taxable year containing the Officer’s separation from service with the Company, or (ii) within 2-½ months of the Officer’s taxable year containing the separation from service from employment by the Company 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 Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b, and shall be paid in accordance with this Article 3. Severance Benefits subject to this Section 3.2(a) Notwithstanding anything in this Agreement shall be treated and shall be deemed to be an entitlement to a separate payment within the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes meaning of Section 409A of the Code and the regulations thereunder. (“Non-Exempt Deferred Compensation”b) To the extent Severance Benefits are not exempt from Section 409A under Section 3.2(a) above, any Severance Benefits paid in the first six (6) months following the Officer’s separation from service with the Company that are equal to or less than the lesser of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and that would otherwise (2) shall be payable or distributable hereunder by reason exempt from Section 409A and shall be paid in accordance with this Article 3. Severance Benefits subject to this Section 3.2(b) shall be treated and shall be deemed to be an entitlement to a separate payment within the meaning of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable the regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from servicethereunder.” (c) Whenever To the extent Severance Benefits are not exempt from Section 409A under Sections 3.2(a) or (b) above, any Severance Benefits paid equal to or less than the applicable dollar amount under Section 402(g)(1)(B) of the Code for the year of separation from service with the Company shall be exempt from Section 409A in accordance with Treasury Regulation Section 1.409A-1(b)(9)(v)(D) and shall be paid in accordance with this Article 3. Severance Benefits subject to this Section 3.2(c) shall be treated and shall be deemed to be an entitlement to a separate payment within the meaning of Section 409A of the Code and the regulations thereunder. (d) To the extent Severance Benefits are not exempt from Section 409A pursuant to Sections 3.2(a), (b) or (c) above, and to the extent the Officer is a “specified employee” (as defined below), payments due to the Officer under Section 3 shall begin no sooner than six (6) months after the Officer’s separation from service with the Company (other than for death); provided, however, that any payments not made during the six (6) month period described in this Agreement Section 3.2(d) due to the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten six (106) days month delay period required under Treasury Regulation Section 1.409A-3(i)(2) shall be made in a single lump sum as soon as administratively practicable after the date expiration of termination such six (6) month period and the balance of all other payments required under this Agreement shall be made as otherwise scheduled in this Agreement. Notwithstanding anything herein to the Employmentcontrary, and subject to Code Section 409A, to the extent the following rules should apply to the Officer in connection with a payment made hereunder, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence as a result of the Officer’s Effective Date of Termination if the Officer is a key employee (as set forth below) before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee date that is not permitted less than six (6) months after the Officer’s Effective Date of Termination. For this purpose, a key employee includes a “specified employee” (as defined in Code Section 409A(a)(2)(B)) during the entire twelve (12) month period determined by the Company ending with the annual date upon which key employees are identified by the Company, and also includes any Officer identified by the Company in good faith with respect to influence any distribution as belonging to the calendar year group of payment based on identified key employees, to a maximum of 200 such key employees, regardless of whether such Officer is subsequently determined by the timing of his signing of the Release. (d) If Employee is entitled Company, any governmental agency, or a court not to be paid or reimbursed a key employee. The identification date for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year determining key employees shall not affect the amount reimbursable in any other calendar year, be each December 31 (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 Employee to reimbursement of expenses under this Agreement new key employee list shall be subject to liquidation or exchange for another benefitupdated and effective each subsequent April 1). (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employeespecified employee” has shall have the meaning given such term set forth in Code Treasury Reg. Section 409A and 1.409A-1(i). The determination of whether the final regulations thereunderOfficer is a “specified employee” shall be made by the Company in good faith applying the applicable Treasury regulations.

Internal Revenue Code Section 409A. (a) It is the intent of the parties that Anything in this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt to the contrary notwithstanding, if at the time of Employee’s separation from or compliant with service within the requirements meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under the Company determines that Employee is a “specified employee” within the meaning of Section 409A 409A(a)(2)(B)(i) of the Code). Neither , then to the Company Group, nor their directors, officers, employees extent any payment or advisers shall benefit that Employee becomes entitled to under this Agreement on account of Employee’s separation from service would be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee considered deferred compensation and otherwise subject to the 20 percent (20%) 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. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will Payment shall not be payable or distributable to Employee unless the circumstances giving rise to and such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made provided until the date that is the earlier of (A) six months and one day after Employee’s separation from service, or commence before the second (B) Employee’s death. If any such calendar yeardelayed cash payment is otherwise payable on an installment basis, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence payment shall include a catch-up payment covering amounts that would otherwise have been paid during the calendar year six-month period but for the application of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar yearprovision, and the reimbursement of an eligible expense must be made no later than December 31 balance of the year installments shall be payable in accordance with their original schedule. All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by Employee during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. No To the extent such in-kind benefit is subject to Section 409A of the Code, the amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses) and such right of Employee to reimbursement of expenses under this Agreement shall be or in-kind benefits is not subject to liquidation or exchange for another benefit. (e) Each . To the extent that any payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as or benefit described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code. (f) Notwithstanding anything in this Agreement , and to the contrary, if any amount extent that such payment or benefit that would constitute Non-Exempt Deferred Compensation would otherwise is payable upon Employee’s termination of employment, then such payments or benefits shall be payable or distributable under this Agreement by reason of only upon Employee’s “separation from service.” The determination of whether and when a separation from service during a period has occurred shall be made in which he is a Specified Employee (as defined belowaccordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation The Parties intend that would otherwise be payable during the six-month period immediately following Employee’s separation from service this Agreement will be accumulated through and paid or provided on the first day administered in accordance with Section 409A of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either caseCode. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining provision shall be read in such a manner so that all payments or distributions will resume at the end hereunder comply with Section 409A of the Required Delay PeriodCode. For 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 AgreementAgreement may be amended, the term “Specified Employee” has the meaning given such term in Code 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 final regulations thereunderpayments and benefits provided hereunder without additional cost to either Party.

Internal Revenue Code Section 409A. (a) It is the intent of the parties intended that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant comply with the requirements provisions of Section 409A of the Internal Revenue Code so as not to subject Executive to the payment of 1986, as amended (the “Code”), additional taxes and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief interest under Section 409A of the Code). Neither the Company GroupIn furtherance of this intent, nor their directors, officers, employees or advisers this Agreement shall be held liable for interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any taxes, interest, penalties regulations or other monetary amounts owed by Employee as a guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the Parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise Executive is determined to be payable or distributable a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, are deemed to be deferred compensation shall be subject to any permissible acceleration a six (6) month delay following the Termination Date. For purposes of payment by Section 409A of the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order)Code, (j)(4)(iii) (conflicts all installment payments of interest)deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (j)(4)(vi6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (payment or, if earlier, the date of employment taxes): death of Executive) with all such delayed payments being credited with interest (icompounded monthly) for this period of delay equal to the amount prime rate in effect on the first day of such Nonsix-Exempt Deferred Compensation month period. Any portion of the benefits hereunder that would were not otherwise due to be payable paid during the six-month period immediately following Employee’s separation from service will the Termination Date shall be accumulated through and paid or provided on to Executive in accordance with the first day of the seventh month following Employee’s separation from service payment schedule established herein. (or, if Employee dies during such period, within 30 days after his deathc) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the The term “Specified Employee” has the meaning given such term shall mean any person who is a “key employee” (as defined in Code Section 409A and 416(i) of the final regulations thereunderCode without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. (ai) It is Notwithstanding anything to the intent of the parties that contrary in this Agreement shall be interpreted and administered in a manner so that any amount Agreement, no severance pay or benefit payable hereunder shall benefits to be paid or provided in a manner to Employee, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that is either exempt from or compliant with the requirements are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service the final regulations and any guidance and Treasury Regulations issued promulgated thereunder (and any applicable transition relief under “Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation409A”) and that would (together, the “Deferred Compensation Separation Benefits”) will be paid or otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to provided until Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of has a “separation from service” within the meaning of Section 409A. (ii) Any severance payments or benefits under this Agreement that would be considered Deferred Compensation Severance Benefits will be paid on, or, in Section 409A the case of installments, will not commence until, the Code and applicable regulations sixtieth (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon 60th) day following Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” , or, if later, such time as required by clause (ciii) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided below. Any installment payments that the Release has would have been timely delivered made to Employee not later than ten (10) days after during the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service but for the preceding sentence will be accumulated through and paid or provided to Employee on the first sixtieth (60th) day of the seventh month following Employee’s separation from service and the remaining payments shall be made as provided in this Agreement. If Employee should die before all amounts have been paid, such unpaid amounts shall be paid in a lump-sum payment (orless any withholding taxes) to Employee’s designated beneficiary, if living, or otherwise to the personal representative of Employee’s estate. (iii) Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee’s termination (other than due to death), then the Deferred Compensation Separation Benefits that are payable within the first six (6) months following Employee’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s separation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies during such periodfollowing Employee’s separation from service, within 30 days but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after his deaththe date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (in either case, iv) Any amount paid under this Agreement that satisfies the requirements of the “Required Delay Period”); and (iishort-term deferral” rule set forth in Section 1.409A-1(b)(4) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay PeriodTreasury Regulations will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during the Company’s taxable year preceding the Company’s taxable year of Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the final regulations thereundermaximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated.

Internal Revenue Code Section 409A. (a) It is the The parties hereto have a made a good faith effort to comply with current guidance under Section 409A. The intent of the parties hereto 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 to be in compliance therewith, including, without limitation, that references to “termination of employment” and administered like terms, with respect to payments and benefits that are provided under a “nonqualified deferred compensation plan” (as defined in Section 409A) that is not exempt from Section 409A, will be interpreted to mean “separation from service” (as defined in Section 409A). In the event that amendments to this Agreement are necessary in order to comply with Section 409A or to minimize or eliminate any income inclusion and penalties under Section 409A (e.g., under any document or operational correction program), Avon and you agree to negotiate in good faith the applicable terms of such amendments and to implement such negotiated amendments, on a manner so prospective and/or retroactive basis, as needed. To the extent that any amount payable or benefit to be provided under this Agreement constitutes an amount payable hereunder shall or benefit to be paid or provided under a “nonqualified deferred compensation plan” (as defined in a manner Section 409A) that is either not exempt from or compliant with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)409A, and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees such amount or advisers shall benefit is payable or to be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee provided as a result of the application of a “separation from service” (as defined in Section 409A), and you are a specified employee (as defined in Section 409A of the Code. (band determined pursuant to procedures adopted by Avon from time to time) Notwithstanding anything on your separation from service date, then, notwithstanding any other provision in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall will not be made or commence before provided to you during the second such calendar yearsix (6) month period following your separation from service. Notwithstanding the foregoing, even if Avon makes no representation to you about the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes effect of Section 409A on the provisions of the Code. (f) Notwithstanding anything in this Agreement and Avon shall have no liability to you in the contrary, if any amount or benefit event that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, you become subject to any permissible acceleration of payment by the Company taxation under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder(other than any tax reporting and/or withholding obligations that Avon may have under applicable law).

Internal Revenue Code Section 409A. (a) It is the intent of the parties intended that any amounts payable under this Agreement shall either 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 comply with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“Non-Exempt Deferred CompensationCode Section 409A”) so as not to subject the Participant to payment of any interest or additional tax imposed under Code Section 409A, and shall be consistently interpreted in accordance with such intent. To the extent that any amount payable under this Agreement would otherwise trigger the additional tax, penalty or interest imposed by Code Section 409A, this Agreement shall be modified to avoid such additional tax, penalty or interest yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Participant. No provision of this Agreement shall be interpreted or distributable hereunder by reason construed to transfer any liability for failure to comply with the requirements of Employee’s Section 409A from Participant or any other individual to the Company or any of their respective Affiliates, employees or agents. (b) To the extent a payment or benefit under this Agreement is nonqualified deferred compensation subject to Code Section 409A, a termination of employment by the Employment, such amounts will Participant shall not be payable deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts upon or distributable to Employee following a termination of employment unless the circumstances giving rise to such termination of the Employment meet any description or definition of is also a “separation from service” in within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” within the meaning of Code Section 409A. If the Participant is deemed on the date of a separation from service (within the meaning of Code Section 409A) to be a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B) of the Code and applicable regulations (without giving effect determined using any identification methodology and procedure selected by the Company from time to time, or, if none, the default methodology and procedure specified under Code Section 409A), then with regard to any elective provisions that may be available under such definition). This payment or the provision does not prohibit the vesting of any amount upon Employee’s termination benefit that is “nonqualified deferred compensation” within the meaning of Code Section 409A and which is paid as a result of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant Participant’s “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, ,” such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before provided prior to the second date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such calendar year“separation from service” of the Participant, even if and (ii) the Release becomes irrevocable date of the Participant’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this clause (whether they would have otherwise been payable in a single sum or in installments in the first absence of such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (ddelay) If Employee is entitled to shall be paid or reimbursed for any taxable expenses under this Agreementto the Participant in a lump sum, and such any remaining payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses benefits due under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) accordance with the normal payment or distribution schedule dates specified for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunderthem herein.

Internal Revenue Code Section 409A. (a) It is If at the intent time of the parties that this Agreement shall be interpreted and administered in Executive’s separation from service, (i) the Executive is 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 specified employee (within the requirements meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance using the identification methodology selected by the Company from time to time), and Treasury Regulations issued thereunder (and any applicable transition relief ii) the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code), the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid additional taxes or interest under Section 409A of the Code). Neither , then the Company Groupwill not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first to occur of (x) the first business day after such six-month period, nor their directors(y) Executive’s death, officersor (z) such other date as will not cause such payment to be subject to tax or interest under Code Section 409A. (b) It is the intention of the Parties that payments or benefits payable under this Agreement not be subject to the additional tax or interest imposed pursuant to Code Section 409A. To the extent such potential payments or benefits could become subject to Code Section 409A, employees the Parties shall cooperate to amend this Agreement with the goal of giving the Executive the economic benefits described herein in a manner that does not result in such tax being imposed. The Executive shall, at the request of the Company, take any action (or advisers refrain from taking any action), required to comply with any correction procedure promulgated pursuant to Code Section 409A. In no event shall the Company be held liable to Executive for any taxes, interestpenalties, penalties or other monetary amounts owed by Employee interest that may be due as a result of the application of Code Section 409A of the Code.409A. (bc) Notwithstanding anything in this Agreement With respect to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Code Section 409A 409A, each severance payment will be considered one of a series of separate payments, and each such payment shall be a separately identifiable and determinable amount. (d) For purposes of determining the Code (“Non-Exempt Deferred Compensation”) and that would otherwise timing of any payment of severance compensation, the Executive will be payable or distributable hereunder by reason of Employee’s deemed to have a termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of employment only upon a “separation from service” in within the meaning of Code Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.”409A. (ce) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided Any amount that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee Executive is entitled to be paid or reimbursed for any taxable expenses under this AgreementAgreement will be reimbursed to the Executive as promptly as practical, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of such expenses reimbursable in any one event not later than the last day of the 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 following the year in which the expense was expenses were incurred. No right of Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (ef) Each payment Executive’s termination of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall his employment for Good Reason is intended to be considered a separate payment, separation from service for good reason as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code§ 1.409A-1(n)(2) and this Agreement shall be interpreted and construed accordingly. (fg) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in each payment of severance compensation is intended to be excepted from Code Section 409A to the maximum extent provided under Code Section 409A as follows: (i) each payment that is scheduled to be made following Executive’s termination of employment and within the final regulations thereunderapplicable 2 1/2 month period specified in Treas. Reg. § 1.409A(b)(4) is intended to be excepted under the short-term deferral exception as specified in Treas. Reg. § 1.409A-1(b)(4) and (ii) each payment that is not otherwise excepted under the short-term deferral exception is intended to be excepted under the involuntary separation pay exception as specified in Treas. Reg. § 1.409A-1(b)(9)(iii) or the exception for limited payments described in Treas. Reg. § 1.409A-1(b)(9)(v)(D). The Executive shall have no right to designate the date of any payment of severance compensation to be made hereunder.

Internal Revenue Code Section 409A. (a) It is the intent of Executive and the parties Company that the termination of the employment of Executive pursuant to this Agreement constitute a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). (b) It is intended that this that the payments and benefits provided under this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either are exempt from or compliant comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”), and applicable Internal Revenue Service guidance this Agreement should be interpreted and Treasury Regulations issued thereunder construed in such a manner. (and any applicable transition relief c) If a payment obligation under this Plan arises on account of the Executive’s separation from service while the Executive is a “specified employee” (as defined under Section 409A and determined in good faith by the Compensation Committee), any payment of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of (as defined under Treasury Regulation Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment1.409A-1(b)(1), such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without after giving effect to any elective provisions the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that may is scheduled to be available under paid within six (6) months after such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution separation from service shall accrue with interest and shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) paid within 15 days after the end of the six-month period beginning on the date of termination of the Employmentsuch separation from service or, such Release must be executed, and all applicable revocation periods shall have expiredif earlier, within sixty (60) 15 days after the date of termination appointment of the Employment, failing which such payment personal representative or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing executor of the Releaseexecutive’s estate following his or her death. For purposes of the preceding sentence, interest shall accrue at the six (6)-month Libor rate. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses Each payment and benefit payable under this Agreement, and such payments or reimbursements are includible each other benefit required to be aggregated with the payment and benefits under this Agreement pursuant to Section 409A, is hereby designated as a separate payment, as provided in Employee’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar yearTreasury Regulation Section 1.409A-2(b)(2)(iii), and will not collectively be treated as a single payment. (e) To the reimbursement of an eligible expense must extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be made no later than December 31 paid to Executive on or before the last day of the year after following the year in which the expense was incurred. No , the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during one year may not affect amounts reimbursable or provided in any subsequent year, and the right of Employee to reimbursement of expenses under this Agreement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (ef) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A The Company makes no representation that any or all of the Code. (f) Notwithstanding anything payments described in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid exempt from or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. Executive understands and agrees that Executive shall be solely responsible for the final regulations thereunderpayment of any taxes, penalties, interest or other expenses incurred by Executive on account of non-compliance with Section 409A. PLEASE READ CAREFULLY. THIS SEPARATION AGREEMENT AND GENERAL RELEASE INCLUDES THE RELEASE OF ALL CLAIMS AGAINST THE COMPANY, KNOWN OR UNKNOWN, THAT MAY HAVE OCCURRED AS OF THE DATE OF THIS AGREEMENT, INCLUDING CLAIMS BROUGHT UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT.

Internal Revenue Code Section 409A. (a) It is the intent of the parties that this This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner and at such time and in such form that is either exempt from or compliant with the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), ) and applicable Internal Revenue Service guidance and Treasury Regulations regulations issued thereunder (and any applicable transition relief under Section 409A of the Code)thereunder. Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of the Employee’s termination of the Employmentemployment, such amounts amount or benefit will not be payable or distributable to the Employee by reason of such circumstance unless (i) the circumstances giving rise to such termination of the Employment employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise. If any amount that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of the Employee’s separation from service during a period in which she is a “specified employee” (as defined in Section 409A of the Code and applicable regulations), then payment of such non-exempt amounts shall be delayed until the earlier of the Employee’s death or the first day of the seventh month following Employee’s separation from service. This provision does not prohibit the vesting of any amount upon Employee’s a termination of the Employment or the determination of the amounts owed to him due to such terminationemployment, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.

Internal Revenue Code Section 409A. (a) It is the intent of the parties that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Internal Revenue Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of EmployeeExecutive’s termination of the Employmentemployment, such amounts amount or benefit will not be payable or distributable to Employee Executive by reason of such circumstance unless (i) the circumstances giving rise to such termination of the Employment employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise. This provision does not prohibit the vesting of any amount upon Employee’s a termination of the Employment or the determination of the amounts owed to him due to such terminationemployment, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (fb) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Nonnon-Exempt Deferred Compensation exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of EmployeeExecutive’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): ): (i) if the payment or distribution is payable in a lump sum, Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such Nonnon-Exempt Deferred Compensation exempt deferred compensation that would otherwise be payable during the six-month period immediately following EmployeeExecutive’s separation from service will be accumulated through and paid Executive’s right to receive payment or provided on distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following EmployeeExecutive’s separation from service (orservice, if Employee dies during such period, within 30 days after his death) (in either case, whereupon the “Required Delay Period”); accumulated amount will be paid or distributed to Executive and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunderresume.

Internal Revenue Code Section 409A. The Bank and Employee intend that all severance payments and benefits to be made to Employee hereunder will be provided or paid to Employee in compliance with all applicable provisions of Internal Revenue Code Section 409A (a“Section 409A”) It is and the intent of regulations issued thereunder, and the parties rulings, notice and other guidance issued by the Internal Revenue Service interpreting the same, and that this Agreement shall be interpreted construed and administered in a manner so that any amount or benefit payable hereunder shall accordance with such intent. This Agreement may be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, modified to the extent that necessary to comply with all applicable requirements of, and to avoid the severance imposition of any additional tax, interest and penalties under, Section 409A in connection with the benefits and payments under Section 6(e) to be provided or paid to Employee hereunder. Any such modification shall maintain the original intent and any other amount or benefit under to the Bank and Employee of the applicable provision of this Agreement, constitutes non-exempt “deferred compensation” for purposes of to maximum extent possible without violating Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise 409A. All payments to be payable or distributable hereunder by reason of Employee’s made upon a termination of the Employment, such amounts will not employment under this Agreement may only be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of made upon a “separation from service” in under Section 409A. Any payments hereunder that qualify for the “short-term deferral” or “involuntary separation pay” exception or another exception under Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on paid under the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeitedexception. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if Employee is considered a “specified employee” for purposes of Section 409A and if payment of any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable amounts under this Agreement by reason is required to be delayed for a period of Employee’s six months after separation from service during a period in which he is a Specified Employee (as defined below)pursuant to Section 409A, then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) such amounts shall be delayed as required and the amount accumulated amounts shall be paid in a lump-sum payment within 10 days after the end of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if period. If Employee dies during such periodthe postponement period prior to the payment of benefits, the amounts withheld on account of Section 409A shall be paid to the personal representative of Employee’s estate within 30 60 days after his the date of Employee’s death) (in either case. In no event shall Employee, directly or indirectly, designate the “Required Delay Period”); and (ii) the normal calendar year of any payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of under this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.

Internal Revenue Code Section 409A. (ai) It This Agreement is the intent of the parties that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”), or an exemption thereunder and applicable Internal Revenue Service guidance shall be interpreted, administered and Treasury Regulations issued thereunder (and any applicable transition relief applied in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A of pursuant to Treasury Regulation 1.409A-1(b)(4) (the Code). Neither so-called “short-term deferral exception”) or Treasury Regulation 1.409A-1(b)(9)(iii) (the Company Group, nor their directors, officers, employees or advisers so-called “involuntary separation pay exception”) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of excluded from Section 409A of to the Codemaximum extent possible. (bii) Notwithstanding anything any provision in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount no payment or benefit under this Agreement that constitutes an item of deferred compensation under Section 409A and becomes payable by reason of a Qualifying Termination will be made to Executive unless such Qualifying Termination constitutes a “separation from service,” within the meaning of Section 409A and the Treasury Regulations thereunder. For purposes of this Agreement, constitutes non-exempt “deferred compensation” each amount to be paid or benefit to be provided to Executive shall be treated as a separate identified payment or benefit for purposes of Section 409A. In addition, no payment or benefit that constitutes an item of deferred compensation under Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be becomes payable or distributable hereunder by reason of EmployeeExecutive’s termination separation from service will be made to Executive prior to the earlier of (i) the first day of the Employmentseventh month following the date of such separation from service or (ii) the date of Executive’s death, if Executive is deemed at the time of such amounts will not separation from service to be payable or distributable a specified employee (as determined in accordance with Section 409A and the Treasury Regulations thereunder) and such delayed commencement is otherwise required in order to Employee unless avoid a prohibited distribution under Section 409A. Upon the circumstances giving rise to such termination expiration of the Employment meet any description applicable deferral period, all payments and benefits deferred pursuant to this paragraph (whether they would have otherwise been payable in a single sum or definition in installments in the absence of “separation from service” such deferral) shall be paid or provided to Executive in Section 409A a lump sum on the first day of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days seventh month after the date of termination Executive’s separation from service or, if earlier, the first day of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after month immediately following the date the Company receives proof of termination of Executive’s death. Any remaining payments or benefits due under this Agreement will be paid in accordance with the Employment, failing which such normal payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Releasedates specified herein. (diii) If Employee is entitled to be paid Any reimbursements or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) all such reimbursements will be made on or before the last day of the your taxable year following the taxable year in which Executive incurred such reimbursed expense, (2) the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i3) the amount of such Nonexpenses eligible for reimbursement, or the in-Exempt Deferred Compensation that would otherwise kind benefits provided, during any taxable year of Executive will not affect the expenses eligible for reimbursement, or the in-kind benefits to be payable provided, in any other taxable year of Executive, and (4) any reimbursement will be for expenses incurred only during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (time specified in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.

Internal Revenue Code Section 409A. Employer and Employee intend that all payments and benefits to be made to Employee hereunder will be provided or paid to Employee in compliance with all applicable provisions of Internal Revenue Code Section 409A (a“Section 409A”) It is and the intent of regulations issued thereunder, and the parties rulings, notice and other guidance issued by the Internal Revenue Service interpreting the same, and that this Agreement shall be interpreted construed and administered in a manner so that any amount or benefit payable hereunder shall accordance with such intent. This Agreement may be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, modified to the extent that necessary to comply with all applicable requirements of, and to avoid the severance imposition of any additional tax, interest and penalties under, Section 409A in connection with the benefits and payments under Section 6(e) to be provided or paid to Employee hereunder. Any such modification shall maintain the original intent and any other amount or benefit under to Employer and Employee of the applicable provision of this Agreement, constitutes non-exempt “deferred compensation” for purposes of to maximum extent possible without violating Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise 409A. All payments to be payable or distributable hereunder by reason of Employee’s made upon a termination of the Employment, such amounts will not employment under this Agreement may only be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of made upon a “separation from service” in under Section 409A. Any payments hereunder that qualify for the “short-term deferral” or “involuntary separation pay” exception or another exception under Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on paid under the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeitedexception. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if Employee is considered a “specified employee” for purposes of Section 409A and if payment of any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable amounts under this Agreement by reason is required to be delayed for a period of Employee’s six months after separation from service during a period in which he is a Specified Employee (as defined below)pursuant to Section 409A, then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) such amounts shall be delayed as required and the amount accumulated amounts shall be paid in a lump-sum payment within 10 days after the end of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if period. If Employee dies during such periodthe postponement period prior to the payment of benefits, the amounts withheld on account of Section 409A shall be paid to the personal representative of Employee’s estate within 30 60 days after his the date of Employee’s death) (in either case. In no event shall Employee, directly or indirectly, designate the “Required Delay Period”); and (ii) the normal calendar year of any payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of under this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.

Internal Revenue Code Section 409A. (a) It is The amounts payable under the intent Plan are intended to comply with or, to the maximum extent possible, be exempt from Section 409A, and all provisions of the parties that this Agreement Plan shall be interpreted and administered construed in a manner so that establishes an exemption from or compliance with the requirements for avoiding additional taxes or interest under Section 409A(a)(1)(B) of the Code. In no event whatsoever will the Company Group, or any amount Board member, officer or employee of any Group Company acting on behalf of the Company Group, be liable for any additional tax, interest or penalties that may be imposed on a Participant under Section 409A or any damages for failing to comply with Section 409A. Notwithstanding anything in this Plan to the contrary, the Board, the Committee and the Company Group do not guarantee the tax treatment of any payments or benefits under this Plan, whether pursuant to the Code, federal, state or local tax laws or regulations. (b) A Termination of Employment shall not be deemed to have occurred for purposes of any provision of the Plan 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” within the meaning of Section 409A and, for purposes of any such provision of the Plan, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If a Participant is deemed on his or her Termination Date to be a Specified Employee, then with regard to any payment or the provision of any benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided on the date which is the earlier of: (i) the first day of the seventh month following the date of such “separation from service” of such Participant, and (ii) the date of such Participant’s death (the “Delay Period”). Upon the expiration of the Delay Period, all of the payments of a Participant delayed pursuant to this Section 9.1(b) (whether they would have otherwise been payable hereunder in a single sum or in installments in the absence of such delay) shall be paid to such Participant in a lump sum, without interest, and any remaining payments and benefits due such Participant under the Plan shall be paid or provided in a manner that is either exempt from or compliant accordance with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees payment dates specified herein for such payments or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Codebenefits. (bc) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” All reimbursements of expenses provided for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise herein shall be payable or distributable hereunder by reason of Employeein accordance with the Company’s termination of the Employmentexpense reimbursement policies in effect from time to time, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet but in any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution event shall be made on or prior to the date, if any, on last day of the taxable year following the taxable year in which an event occurs that constitutes a such expenses were incurred by the Participant seeking reimbursement. 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. The right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. (d) For purposes of Section 409A-compliant , a Participant’s right to receive any installment payments pursuant to the Plan shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under the Plan specifies a payment period with reference to a number of days (e.g., “separation from servicepayment shall be made within 60 days following the Termination Date”), the actual date of payment within the specified period shall be within the sole discretion of the Company.” (ce) Whenever in this Agreement To the provision of extent any payment or benefit which constitutes Section 409A deferred compensation is conditioned on Employee’s contingent upon the execution and non-revocation of the a Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which then such payment or benefit shall not be forfeitedmade until the latest of: (i) the first payroll date occurring on or after the period for revocation of a Release has expired; and (iii) the set payment date otherwise established for commencing the payments and/or benefits. If Further, if the full period given to a Participant to consider such payment or benefit constitutes Non-Exempt Deferred Compensation, and if Release plus any revocation period provided for in such 60-day period Release begins in one calendar year and ends in the next subsequent calendar year, the then any payment or benefit which constitutes Section 409A deferred compensation shall not be made or commence before until the second such subsequent calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement any provision of the Plan to the contrary, if to the extent that any amount or benefit that constituting Section 409A deferred compensation would constitute Non-Exempt Deferred Compensation would otherwise be become payable or distributable in a lump sum rather than installments under this Agreement the Plan by reason of Employee’s separation from service during a period Change in which he is Control, such amount shall become payable in a Specified Employee (as defined below), then, subject to any permissible acceleration lump sum only if the event constituting a Change in Control would also constitute a change in ownership or effective control of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts or a change in the ownership of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day a substantial portion of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end assets of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has Company within the meaning given such term in Code of Section 409A and the final regulations thereunder.(a “

Internal Revenue Code Section 409A. The parties hereto have a made a good faith effort to comply with current guidance under Internal Revenue Code Section 409A (a) It is the “409A”). The intent of the parties hereto is that payments and benefits under this Agreement comply with or be exempt from 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith, including, without limitation, that references to “termination of employment” and administered like terms, with respect to payments and benefits that are provided under a “nonqualified deferred compensation plan” (as defined in 409A) that is not exempt from 409A, will be interpreted to mean “separation from service” (as defined in 409A). In the event that amendments to this Agreement are necessary in order to comply with 409A or to minimize or eliminate any income inclusion and penalties under 409A (e.g., under any document or operational correction program), Avon and you agree to negotiate in good faith the applicable terms of such amendments and to implement such negotiated amendments, on a manner so prospective and/or retroactive basis, as needed. To the extent that any amount payable or benefit to be provided under this Agreement constitutes an amount payable hereunder shall or benefit to be paid or provided under a “nonqualified deferred compensation plan” (as defined in a manner 409A) that is either not exempt from or compliant with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)409A, and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees such amount or advisers shall benefit is payable or to be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee provided as a result of the application of Section a “separation from service” (as defined in 409A), and you are a “specified employee” (as defined in 409A of the Code. (band determined pursuant to procedures adopted by Avon from time to time) Notwithstanding anything on your separation from service date, then, notwithstanding any other provision in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or Initials JO benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall will not be made or commence provided to you before the second such calendar yearday after the date that is six (6) months following your separation from service. Notwithstanding the foregoing, even if Avon makes no representation to you about the Release becomes irrevocable effect of 409A on the provisions of this Agreement and Avon shall have no liability to you in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be event that you become subject to liquidation or exchange for another benefittaxation under 409A (other than any tax reporting and/or withholding obligations that Avon may have under applicable law). (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.

Internal Revenue Code Section 409A. (a) It is The Company and Employee intend that the intent of the parties that payments and benefits provided for in this Agreement shall either 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 Internal Revenue Code of 1986, as amended (the “"Code”"), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under or be provided in a manner that complies with Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers and any ambiguity herein shall be held liable for any interpreted so as to be consistent with the intent of this Section 6.2. In the event taxes, interest, penalties or interest are imposed on Employee pursuant to Code Section 409A (collectively, "409A Payments"), then the Company shall fully indemnify Employee for or with respect to such 409A Payments, plus such additional "gross up" amount as may be necessary to make Employee whole for any taxes payable with respect to the amounts paid pursuant to such indemnification. (b) Notwithstanding anything contained herein to the contrary, all severance or similar payments and benefits hereunder, other monetary than any amounts owed payable by reason of Employee's death or disability, shall be paid or provided only if termination of Employee's employment constitutes a "separation from service" from the Company within the meaning of Section 409A of the Code and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. § l.409A-l(h)(l)). The Company and Employee as a result of further intend that all severance or similar payments and benefits under this Agreement shall satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code. , including those provided under Treas. Reg. §§ 1.409A-l(b)(4) (bregarding short-term deferrals), 1.409A-l(b)(9)(iii) Notwithstanding anything in (regarding certain separation pay plans), and l.409A-l(b)(9)(v) (regarding reimbursements and certain other separation payments). Each payment or installment of severance or similar payments provided under this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” will be treated as a separate "payment" for purposes of Code Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.”409A. (c) Whenever in this Agreement If, upon the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of Employee's employment with the EmploymentCompany, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60i) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined belowherein) of a public company (as defined for purposes of Code Section 409(a)(2)(B)(i)) and (ii) any severance or similar payments or benefits provided in this Agreement constitute nonqualified deferred compensation under Code Section 409A because they do not qualify for any available exemptions, then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) then the amount of such Non-Exempt Deferred Compensation nonqualified deferred compensation that otherwise would otherwise be payable during paid within the six-month period immediately first six months following Employee’s separation from service will such termination of employment shall instead shall be accumulated through withheld and paid or provided in a single lump sum payment on the first day regularly scheduled payroll date immediately following the date that is six months after the date of such termination, without adjustment for the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (delay in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Periodpayment. For purposes of this Agreement, the term “a "Specified Employee” has the meaning given such term in " means a "specified employee" as defined for purposes of Code Section 409A and the final regulations thereunder409A(a)(2)(B)(i), as amended from time to time. The foregoing shall not apply with respect to any amounts payable hereunder by reason of Employee's death or disability.

Internal Revenue Code Section 409A. (a) It is the intent of the parties that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant The Parties intend to comply with the requirements Section of section 409A of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”). All payments under this Agreement are intended to either be exempt from or comply with the requirements of Section 409A. All payments made under this Agreement shall be strictly paid in accordance with the terms of this Agreement. The Parties expressly understand that the provisions of this Agreement shall be construed and interpreted to avoid the imputation of any additional tax, and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief penalty or interest under Section 409A of and to preserve (to the Code)nearest extent reasonably possible) the intended benefits payable to Executive hereunder. Neither the Company Group, nor their directors, officers, employees or advisers The Severance paid under this Agreement shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee treated as a result separate payment of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” compensation for purposes of Section 409A of the Code (“Non409A. Any reimbursements or in-Exempt Deferred Compensation”) and kind benefits provided under this Agreement that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable are subject to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on or provided in accordance with the date, if any, on which an event occurs that constitutes a requirements of Section 409A-compliant “separation from service.” , including, where applicable, the requirement that (ci) Whenever in this Agreement any reimbursement is for expenses incurred during the provision period of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends time specified in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, (ii) the amount of such expenses reimbursable in any one eligible for reimbursement, or in-kind benefits provided, during a calendar year shall may not affect the amount reimbursable expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, and (iii) the reimbursement of an eligible expense must will be made no later than December 31 the last day of the calendar year after following the year in which the expense was is incurred. No , and (iv) the right of Employee to reimbursement of expenses under this Agreement shall be or in-kind benefits is not subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits . Executive’s right to any deferred compensation, as defined under Section 6 of this Agreement409A, includingshall not be subject to borrowing, without limitationanticipation, each payment of COBRA Cost alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors, to the extent necessary to avoid additional tax, penalties and/or interest under Section 6(g)(iv)409A. Nothing herein, including the foregoing sentence, shall be considered a separate payment, as described in Treaschange the Company’s rights and/or remedies under the Agreement and/or applicable law. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by In no event shall the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule liable for any remaining payments penalties, costs, damages, levies or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code taxes imposed on Executive pursuant to Section 409A and the final regulations thereunder.409A.

Internal Revenue Code Section 409A. (a) It is the intent If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Section 409A of the parties that this Agreement shall be interpreted and administered in a manner so that Code or any amount regulations or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant Treasury guidance promulgated thereunder, the Company shall, after consulting with the requirements Executive, reform such provision to comply with Section 409A of the Code, provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to Executive of the applicable provision without violating the provisions of Section 409A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the date of Termination or Retirement, as applicable, to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and then with regard to any applicable transition relief under Section 409A payment or the provision of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall any benefit that is required to be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (bdelayed in compliance with section 409A(a)(2)(B) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before provided (subject to the second last sentence hereof) prior to the earlier of (A) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such calendar yearterm is defined under Section 409A of the Code) or (B) the date of his death (the “Delay Period”). Upon the expiration of the Delay Period, even all payments and benefits 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 or reimbursed Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to Executive that would not be required to be delayed if the Release becomes irrevocable in premiums therefore were paid by Executive, Executive shall pay the first full cost of premiums for such calendar yearwelfare benefits during the Delay Period and the Company shall pay Executive an amount equal to the amount of such premiums paid by Executive during the Delay Period promptly after its conclusion. (c) To the extent permitted under Treasury Reg. In other words§1.401A-2(b), Employee is the Company and Executive designate all payments that may be due Executive under Section 10 (Severance) or 13 (Retirement) to be treated as separate payments and not permitted to influence the calendar year of payment based on the timing of his signing of the Releaseas installment payments. (d) If Employee is entitled to be paid Neither the Company nor Executive shall either accelerate or reimbursed for delay any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses payment due under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes that constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code. (f) Notwithstanding anything in this Agreement except to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable extent permitted under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final or regulations or Treasury guidance promulgated thereunder.

Internal Revenue Code Section 409A. (a) It is the intent of the parties intended that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant comply with the requirements provisions of Section 409A of the Internal Revenue Code so as not to subject Executive to the payment of 1986, as amended (the “Code”), additional taxes and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief interest under Section 409A of the Code). Neither the Company GroupIn furtherance of this intent, nor their directors, officers, employees or advisers this Agreement shall be held liable for interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any taxes, interest, penalties regulations or other monetary amounts owed by Employee as a guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise Executive is determined to be payable or distributable a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, are deemed to be deferred compensation shall be subject to any permissible acceleration a six (6) month delay following the Termination Date. For purposes of payment by Section 409A of the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order)Code, (j)(4)(iii) (conflicts all installment payments of interest)deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (j)(4)(vi6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (payment or, if earlier, the date of employment taxes): death of Executive) with all such delayed payments being credited with interest (icompounded monthly) for this period of delay equal to the amount prime rate in effect on the first day of such Nonsix-Exempt Deferred Compensation month period. Any portion of the benefits hereunder that would were not otherwise due to be payable paid during the six-month period immediately following Employee’s separation from service will the Termination Date shall be accumulated through and paid or provided on to Executive in accordance with the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunderestablished herein.

Internal Revenue Code Section 409A. (a) It is the intent of the parties that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in the Plan or this Agreement to the contrary, the Award of RSUs granted hereunder is intended to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description applicable requirements for compliance under, or definition of “separation an exemption from service” in Section 409A of (specifically, the short-term deferral exception under Treasury Regulation § 1.409A-1(b)(4)), Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treasconstrued and administered accordingly. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise the RSUs become vested and settled upon the Grantee’s termination of employment, payment with respect to the RSUs shall be payable or distributable under this Agreement by reason of Employee’s separation from service during delayed for a period in which he of six months after the Grantee’s termination of employment if the Grantee is a “specified employee” as defined under Code Section 409A (as determined by the Committee) (each, a “Specified Employee”), if required to comply with Code Section 409A. Accordingly, with respect to any Grantee: (i) who is eligible for Retirement prior to the Vesting Date; (ii) whose employment is terminated prior to the Vesting Date due to the Grantee’s Retirement; and (iii) who is a Specified Employee (as defined below)on the date of the Grantee’s termination of employment, thenpayment with respect to all the Grantee’s RSUs shall be delayed for a period of six months after the Grantee’s termination of employment. If payment is delayed, subject to any permissible acceleration the Shares shall be distributed within 10 days following the date that is the six-month anniversary of payment by the Company under TreasGrantee’s termination of employment. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) If the amount of such Non-Exempt Deferred Compensation that would otherwise be payable Grantee dies during the six-month period immediately delay, the Shares shall be distributed to the Grantee’s estate within 60 days following Employeethe Grantee’s death. Notwithstanding any provision to the contrary herein, payments made with respect to this Award of RSUs may only be made in a manner and upon an event permitted by Code Section 409A, and all payments to be made upon a termination of employment hereunder may only be made upon a “separation from service will be accumulated through and paid service” as defined under Code Section 409A, if the Award of RSUs is deferred compensation subject to Code Section 409A. To the extent that any provision of this Agreement would cause a conflict with the requirements of Code Section 409A or provided on would cause the first day administration of the seventh month following Employee’s separation from service (orRSUs to fail to satisfy the requirements of Code Section 409A, if Employee dies during such periodprovision shall be deemed null and void to the extent permitted by applicable law. In no event shall the Grantee, within 30 days after his death) (directly or indirectly, designate the calendar year of payment. If the RSUs are deferred compensation subject the Code Section 409A, payment of the RSUs is subject to the execution of a Release, and payment with respect to the RSUs that is subject to the execution of the Release could be made in either casemore than one taxable year, payment shall be made in the later taxable year. Notwithstanding anything in this Agreement to the contrary, the “Required Delay Period”); and Company makes no representations or warranties as to the tax effects of payments made to the Grantee (iior the Grantee’s estate) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of pursuant to this Agreement, and any and all tax consequences incident to such shall solely be the term “Specified Employee” has responsibility of the meaning given such term in Code Section 409A and Grantee (or the final regulations thereunderGrantee’s estate).

Internal Revenue Code Section 409A. (a) It is the intent of the parties that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e6(e)(i), (ii) and (iii), and any other amount or benefit under this Agreement, constitutes that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder hereunder, or a different form of payment of such non-exempt deferred compensation would be effected, by reason of a Change in Control or Employee’s termination of the Employmentemployment, such amounts non-exempt deferred compensation will not be payable or distributable to Employee Employee, and/or such different form of payment will not be effected, by reason of such circumstances unless the circumstances giving rise to such Change in Control or termination of employment, as the Employment case may be, meet any description or definition of “change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation” or “separation from service,” as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount of non-exempt deferred compensation upon a Change in Control or termination of Employee’s termination of the Employment or the determination of the amounts owed to him due to such terminationemployment, however defined. If this provision prevents the payment or distribution of any amount or benefitnon-exempt deferred compensation, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “change in control event” or “separation from service,” as the case may be. If this provision prevents the application of a different form of payment of any amount or benefit, such payment shall be made in the same form as would have applied absent such designated event or circumstance.” (c) Whenever in Each payment of Termination Benefits under Section 6(e) of this Agreement the provision shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of payment or benefit is conditioned on Employee’s execution and non-revocation Section 409A of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the ReleaseCode. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e. Employee’s rights to payment or reimbursement of expenses pursuant to Section 5(b) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), Agreement shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume expire at the end of two (2) years after the Required Delay Period. For purposes date of termination of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.

Internal Revenue Code Section 409A. (a) It is the intent of the parties intended that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant comply with the requirements provisions of Section 409A of the Internal Revenue Code so as not to subject Executive to the payment of 1986, as amended (the “Code”), additional taxes and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief interest under Section 409A of the Code). Neither the Company GroupIn furtherance of this intent, nor their directors, officers, employees or advisers this Agreement shall be held liable for interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any taxes, interest, penalties regulations or other monetary amounts owed by Employee as a result of the application of guidance issued under Section 409A of the Code.Code would result in Executive (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise Executive is determined to be payable or distributable a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, are deemed to be deferred compensation shall be subject to any permissible acceleration a six (6) month delay following the Termination Date. For purposes of payment by Section 409A of the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order)Code, (j)(4)(iii) (conflicts all installment payments of interest)deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (j)(4)(vi6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (payment or, if earlier, the date of employment taxes): death of Executive) with all such delayed payments being credited with interest (icompounded monthly) for this period of delay equal to the amount prime rate in effect on the first day of such Nonsix-Exempt Deferred Compensation month period. Any portion of the benefits hereunder that would were not otherwise due to be payable paid during the six-month period immediately following Employee’s separation from service will the Termination Date shall be accumulated through and paid or provided on to Executive in accordance with the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunderestablished herein.

Internal Revenue Code Section 409A. (a) It is the intent of the parties that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything contained in this Agreement to the contrary, to the maximum extent permitted by applicable law, amounts payable to the Executive pursuant to Section 5.1 are intended to be made in reliance upon Treas. Reg. § 409A-1(b)(9) (separation pay plans); provided, however, if any payment or benefit provided for herein would be subject to additional taxes and interest under section 409A of the Code if Executive’s receipt of such payment or benefit is not delayed until the Section 409A Payment Date, then such payment or benefit (or portion thereof) shall not be provided to Executive (or Executive’s estate, if applicable) until the Section 409A Payment Date. The Company and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A of the severance payments Code. If any provision of this Agreement does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax or interest under Section 6(e) 409A, then upon the request of Executive, the Company shall reform the provision to the extent such reformation is otherwise consistent with Section 409A and any applicable correction principles set forth in Notice 2010-6. However, the Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Company shall not be required to incur any additional compensation expense as a result of the reformed provision. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive under Section 409A. Notwithstanding the foregoing, no particular tax result for Executive with respect to any income recognized by Executive in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest, or penalties, or liability for any damages related thereto. The Executive acknowledges that he has been advised to obtain independent legal, tax or other amount or benefit counsel in connection with Section 409A. Each payment under this Agreement, constitutes non-exempt Agreement is intended to be a “deferred compensationseparate payment” and not a series of payments for purposes of Section 409A. References in this Agreement to Section 409A of the Code (“Non-Exempt Deferred Compensation”) include rules, regulations, and that would otherwise be payable or distributable hereunder guidance of general application issued by reason of Employee’s termination the Department of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available Treasury under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.409A.

Internal Revenue Code Section 409A. (a) It is intended that the intent of the parties that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant comply with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes provisions of Section 409A of the Code and the related U.S. Treasury Department regulations and guidance promulgated thereunder (“Non-Exempt Deferred CompensationCode Section 409A”) so as not to subject the Executive to the payment of additional taxes and interest under Code Section 409A, and shall be interpreted, operated and administered in a manner consistent with those intentions. To the extent that would otherwise be payable or distributable any payment hereunder by reason constitutes “nonqualified deferred compensation” within the meaning of Employee’s termination Code Section 409A, then the following shall apply: ​ a. For purposes of determining the Employmenttiming of any such payment, such amounts will not be payable or distributable all references in this Agreement to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of Termination Date shall mean a “separation from service” as defined in Code Section 409A 409A. b. For purposes of the Code and applicable regulations (without giving effect Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment another plan or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefitarrangement, such payment or distribution shall be made on deemed to be separate payments. ​ c. If the date, if any, on which an event occurs that constitutes Executive is a Specified Employee (as defined in Code Section 409A-compliant “) as of his separation from service.” (c) Whenever in this Agreement service with the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of Bank, then, only to the Releaseextent required pursuant to Code Section 409A(a)(2)(B)(i), provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses due under this Agreement shall be subject to liquidation or exchange for another benefit. a six (e6) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of month delay following the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of EmployeeExecutive’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treasservice. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will All delayed payments shall be accumulated through and paid or provided on the in lump-sum catch-up payment as of first day of the seventh seventh-month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either caseearlier, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end date of death of the Required Delay PeriodExecutive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect of the first day of such six-month period. For purposes Any portion of this Agreementthe benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Executive in accordance with the payment schedule established herein. ​ Notwithstanding the foregoing, the term “Specified Employee” has Bank makes no representations or promises as to the meaning given such term in tax effect of any payments under this Agreement or their compliance with Code Section 409A and the final regulations thereunder.409A. ​

Internal Revenue Code Section 409A. (a) It is the intent If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Section 409A of the parties that this Agreement shall be interpreted and administered in a manner so that Code or any amount regulations or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant Treasury guidance promulgated thereunder, the Company shall, after consulting with the requirements Executive, reform such provision to comply with Section 409A of the Code, provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to Executive of the applicable provision without violating the provisions of Section 409A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the date of Termination or Retirement, as applicable, to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and then with regard to any applicable transition relief under Section 409A payment or the provision of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall any benefit that is required to be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (bdelayed in compliance with section 409A(a)(2)(B) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before provided (subject to the second last sentence hereof) prior to the earlier of (A) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such calendar yearterm is defined under Section 409A of the Code) or (B) the date of his death (the “Delay Period”). Upon the expiration of the Delay Period, even all payments and benefits 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 or reimbursed Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to Executive that would not be required to be delayed if the Release becomes irrevocable in premiums therefore were paid by Executive, Executive shall pay the first full cost of premiums for such calendar year. In other wordswelfare benefits during the Delay Period and the Company shall pay Executive an amount equal to the amount of such premiums paid by Executive during the Delay Period promptly after its conclusion. (c) To the extent permitted under Treasury Reg.§1.401A-2(b), Employee is the Company and Executive designate all payments that may be due Executive under Section 10 (Severance) or 13 (Retirement) to be treated as separate payments and not permitted to influence the calendar year of payment based on the timing of his signing of the Releaseas installment payments. (d) If Employee is entitled to be paid Neither the Company nor Executive shall either accelerate or reimbursed for delay any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses payment due under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes that constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code. (f) Notwithstanding anything in this Agreement except to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable extent permitted under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final or regulations or Treasury guidance promulgated thereunder.

Internal Revenue Code Section 409A. (a) It This Agreement is the intent of the parties that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986Code, as amended (and specifically, with the “Code”short-term deferral exception” under Treasury Regulation Section 1.409A-1(b)(4) and the “separation pay exception” under Treasury Regulation Section 1.409A-1(b)(9)(iii), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder shall in all respects be administered in accordance with Section 409A of the Code. If any payment or benefit hereunder cannot be provided or made at the time specified herein without incurring sanctions on Executive under Section 409A of the Code, then the payment or benefit shall be provided in full at the earliest time thereafter when the sanctions will not be imposed. For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” (and any applicable transition relief within the meaning of the term under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers each payment made under this Agreement shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee treated as a result separate payment, the right to a series of installment payments under this Agreement (if any) is to be treated as a right to a series of separate payments, and if a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the application calendar year in which the designated date occurs. To the extent that any payment provided for hereunder would be subject to additional tax under Section 409A of the Code, or would cause the administration of this Agreement to fail to satisfy the requirements of Section 409A of the Code, the provision will be deemed null and void to the extent permitted by applicable law, and any amount will be payable in accordance with Section 16(b) of this Agreement. In no event shall Executive, directly or indirectly, designate the calendar year of payment. (b) Notwithstanding anything in this Agreement to the contraryIf, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “when separation from serviceservice occurs, Executive is a “specified employee” in Section 409A of within the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes meaning of Section 409A of the Code, and if the cash severance payment under Section 3(a) of this Agreement would be considered deferred compensation under Section 409A of the Code, and, finally, if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available (i.e., the “short-term deferral exception” under Treasury Regulations Section 1.409A-1(b)(4) or the “separation pay exception” under Treasury Section 1.409A-1(b)(9)(iii)), the Bank will make the maximum severance payment possible in order to comply with an exception from the six month requirement and make any remaining severance payment under Section 3(a) of the Agreement to Executive in a single lump sum without interest on the first payroll date that occurs after the date that is six (6) months after the date on which Executive separates from service. (fc) Notwithstanding anything References in this Agreement to Section 409A of the contraryCode include rules, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason regulations, and guidance of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment general application issued by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day Department of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end Treasury under Internal Revenue Section 409A of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunderCode.

Internal Revenue Code Section 409A. (a) It is The parties hereto intend that all payments, compensation and benefits to be made or provided to the intent of the parties that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable Executive hereunder shall will be paid or provided in a manner that is either exempt from or compliant compliance with the all applicable requirements of Code Section 409A or an exemption therefrom, and the provisions of this Agreement shall be construed and administered in accordance with and to implement such intent. In further of the Internal Revenue Code of 1986foregoing, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and provisions set forth below shall apply not withstanding any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything provisions in this Agreement to the contrary, to . To the extent that the severance Board determines that any compensation or benefits payable under this Agreement may not be compliant with or exempt from Code Section 409A, the Board and the Executive shall cooperate and work together in good faith to timely amend this Agreement in a manner intended to comply with the requirements of Code Section 409A or an exemption therefrom (including amendments with retroactive effect), or take any other actions as they deem necessary or appropriate to (a) exempt such compensation and benefits from Code Section 409A and/or preserve the intended tax treatment with respect to such compensation and benefits, or (b) comply with the requirements of Code Section 409A. To the extent applicable, this Agreement shall be interpreted in accordance with the provisions of Code Section 409A. If the Executive, nonetheless, becomes subject to the additional tax under Code Section 409A with respect to any payment hereunder or the Prior Agreement, the Employer shall pay the Executive an additional lump-sum cash amount such that after such additional lump sum the Executive is in the same net after-tax position he would have been in had no payments under this Agreement or the Prior Agreement subjected him to the additional tax under Code Section 6(e) and any other amount or benefit 409A. Any gross-up payment provided under this AgreementSection 12(a) shall be paid in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v), constitutes nonincluding that such gross-exempt “deferred compensation” for purposes of Section 409A up payment shall be paid by the end of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of EmployeeExecutive’s termination of taxable year next following the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon EmployeeExecutive’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of Executive remits the Code. (f) Notwithstanding anything in this Agreement related taxes to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunderrelevant taxing authority.

Internal Revenue Code Section 409A. (a) It is Notwithstanding anything to the intent of the parties contrary in this Agreement, no severance payable to you, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief are considered deferred compensation under Section 409A of (together, the Code). Neither “Deferred Payments”) will be payable until you have a “separation from service” within the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application meaning of Section 409A of the Code.409A. (b) Notwithstanding anything to the contrary in this Agreement Agreement, if you are a “specified employee” within the meaning of Section 409A at the time of your termination of employment, then, if required, the Deferred Payments, which are otherwise due to you on or within the contrarysix (6) month period following your termination will accrue, to the extent that required, during such six (6) month period and will become payable in a lump sum payment on the severance payments under Section 6(edate six (6) months and any other amount one (1) day following the date of your termination of employment or the date of your death, if earlier. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement, constitutes non-exempt “deferred compensation” Agreement is intended to constitute separate payments for purposes of Section 409A 1.409A-2(b)(2) of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from serviceTreasury Regulations.” (c) Whenever in this Any amount paid under the Agreement that satisfies the provision of payment or benefit is conditioned on Employee’s execution and non-revocation requirements of the Release, provided that the Release has been timely delivered to Employee not later than ten (10“short-term deferral” rule set forth in Section 1.409A-1(b)(4) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date Treasury Regulations will not constitute Deferred Payments for purposes of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the ReleaseSection 4.6(a). (d) If Employee is entitled to be Any amount paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject that qualifies as a payment made as a result of an involuntary separation from service pursuant to liquidation or exchange Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for another benefitpurposes of Section 4.6(a). (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the Code.severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Executive and the Company agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to you under Section 409A. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A Limit” means the lesser of two (2) times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the Company’s taxable year preceding the Company’s taxable year of Executive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the final regulations thereundermaximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which Executive’s employment is terminated.”

Internal Revenue Code Section 409A. (a) It is the intent of the parties that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (bi) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and receipt of any other amount or benefit benefits under this Agreement, constitutes non-exempt “deferred compensation” for purposes Agreement as a result of Section 409A a termination of employment shall be subject to satisfaction of the Code (“Non-Exempt Deferred Compensation”) and condition precedent that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of Executive undergo a “separation from service” in within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 409A of the Code and applicable regulations (without giving effect 409A(a)(2)(B), then with regard to any elective payment or the provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed benefit that is required to him due be delayed pursuant to such termination. If this provision prevents the payment or distribution of any amount or benefitCode Section 409A(a)(2)(B), such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before provided prior to the second earlier of (i) the expiration of the six (6) month period measured from the date of Executive’s “separation from service” (as such calendar yearterm is defined in Treas. Reg. § 1.409A-1(h)), even if or (ii) the Release becomes irrevocable date of Executive’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the first absence of such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (ddelay) If Employee is entitled to shall be paid or reimbursed for to Executive in a lump sum, and any taxable expenses remaining payments and benefits due under this AgreementAgreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to Executive that would not be required to be delayed if the premiums therefore were paid by Executive, Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Bank shall pay Executive an amount equal to the amount of such payments premiums paid by Executive during the Delay Period within ten (10) days after the conclusion of such Delay Period. (ii) Except as otherwise expressly provided herein, to the extent any expense reimbursement or reimbursements are includible in Employee’s federal gross taxable incomeother in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses reimbursable eligible for reimbursement or in-kind benefits in any one calendar year shall not affect the amount reimbursable expenses eligible for reimbursement or in-kind benefits in any other calendar yeartaxable year (except under any lifetime limit applicable to expenses for medical care), and in no event shall any expenses be reimbursed or in-kind benefits be provided after the reimbursement of an eligible expense must be made no later than December 31 last day of the calendar year after following the calendar year in which the expense was incurred. No Executive incurred such expenses or received such benefits, and in no event shall any right of Employee to reimbursement of expenses under this Agreement shall or in-kind benefits be subject to liquidation or exchange for another benefit. (eiii) Each payment Any payments made pursuant to Sections 10(e) or 10(f), to the extent of payments made from the date of termination benefits under Section 6 through March 15th of this Agreementthe calendar year following such date, including, without limitation, each payment are intended to constitute separate payments for purposes of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. Section 1.409A-2(b)(2§1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii§1.409A-2(b)(2) (domestic relations ordermade upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision. (j)(4)(iiiiv) (conflicts of interestTo the extent it is determined that any benefits described in Sections 10(e) or 10(f) are taxable to Executive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), or (j)(4)(vi) (payment of employment taxes): (i) to the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereundermaximum extent permitted by said provision.

Internal Revenue Code Section 409A. (a) It is the intent Notwithstanding any provision of the parties that this Agreement, this Agreement shall be construed and 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 to comply with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)amended, and applicable Internal Revenue Service guidance if necessary, any provision shall be held null and Treasury Regulations issued thereunder void to the extent such provision (and any applicable transition relief or part thereof) fails to comply with Section 409A of the Code or regulations thereunder. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code). Neither , each payment of compensation under the Company Group, nor their directors, officers, employees or advisers Agreement shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee treated as a result separate payment of compensation for purposes of applying the Section 409A of the application Code deferral election rules and the exclusion from Section 409A of the Code for certain short-term deferral amounts. Any amounts payable solely on account of an involuntary separation from service within the meaning of Section 409A of the Code shall be excludible from the requirements of Section 409A of the Code. , either as involuntary separation pay or as short-term deferral amounts (be.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) Notwithstanding anything in this Agreement to the contrarymaximum possible extent. If, as of the Date of Termination, Executive is a “specified employee” as determined by the Company, then to the extent that the severance payments under Section 6(e) and any other amount or benefit that would be paid or provided to Executive under this Agreement, Agreement within six (6) months of his “separation from service” (as determined under Section 409A) constitutes non-exempt “an amount of deferred compensation” compensation for purposes of Section 409A and is considered for purposes of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise Section 409A to be payable owed to Executive by virtue of his separation from service, then such amount or distributable hereunder by reason of Employee’s termination of the Employment, such amounts benefit will not be payable paid or distributable to Employee unless provided during the circumstances giving rise to such termination six-month period following the date of Executive’s separation from service and instead shall be paid or provided on the Employment meet any description or definition first business day that is at least seven (7) months following the date of “Executive’s separation from service” , except to the extent that, in the Company’s reasonable judgment, payment during such six-month period would not cause Executive to incur additional tax, interest or penalties under Section 409A. Further, any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code and applicable regulations Code, including, where applicable, the requirement that (without giving effect to i) any elective provisions that may be available under such definition). This provision does not prohibit reimbursement is for expenses incurred during the vesting period of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends time specified in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, (ii) the amount of such expenses reimbursable in any one eligible for reimbursement, or in-kind benefits provided, during a calendar year shall may not affect the amount reimbursable expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, and (iii) the reimbursement of an eligible expense must will be made no later than December 31 the last day of the calendar year after following the year in which the expense was is incurred. No , and (iv) the right of Employee to reimbursement of expenses under this Agreement shall be or in-kind benefits is not subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.

Internal Revenue Code Section 409A. (a) It This Agreement is intended to comply with Code Section 409A, including the intent of the parties that exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered, construed and interpreted accordingly. Each payment under this Agreement shall or any Company benefit plan is intended to be interpreted and administered in treated as one of 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 series of separate payments for purposes of Code Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) 409A. Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Executive is considered a “specified employee” (as defined in Code Section 6(e409A) and any other amount or benefit under this Agreementwould be entitled to a payment during the six (6)-month period beginning on the Executive’s Date of Termination that is not otherwise exempt from Code Section 409A, constitutes non-exempt “deferred compensation” for purposes of Section 409A the payment shall not be made to the Executive until the earlier of the Code six (“Non-Exempt Deferred Compensation”6)-month anniversary of the Executive’s Date of Termination or the Executive’s death and shall be accumulated and paid on the first (1st) and day of the seventh (7th) month following the date of termination. No Severance Benefits that would otherwise constitute deferred compensation shall be payable or distributable hereunder by reason on account of Employeean Executive’s termination of the Employment, such amounts will not be payable or distributable to Employee employment unless the circumstances giving rise to such Executive’s termination of the Employment meet any description or definition of employment constitutes a “separation from service” in within the meaning of Code Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever 409A. Nothing in this Agreement the provision of payment Section 10 or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins otherwise in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange construed as a guarantee of any particular tax effect for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A Severance Benefits and the Company does not guarantee that any Severance Benefits will satisfy the provisions of the Code. (f) Notwithstanding anything . The Company and the Executive further acknowledge and agree that if, in the judgment of the Company, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to exempt the benefits from or to comply with Section 409A, the Company and the Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the contrary, if any amount extent necessary so that it exempts the benefits from or benefit to comply with Section 409A (with the most limited possible economic effect on the Company and the Executive). The Executive acknowledges and agrees that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he the Company shall have the exclusive authority to determine whether the Executive is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, “specified employee” within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code of Section 409A and the final regulations thereunder409A(a)(2)(B)(i).

Internal Revenue Code Section 409A. (ai) It is Notwithstanding anything to the intent of the parties that contrary in this Agreement shall be interpreted and administered in a manner so that any amount Agreement, no severance pay or benefit payable hereunder shall benefits to be paid or provided in a manner to Employee, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that is either exempt from or compliant with the requirements are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service the final regulations and any guidance and Treasury Regulations issued promulgated thereunder (and any applicable transition relief under “Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation409A”) and that would (together, the “Deferred Compensation Separation Benefits”) will be paid or otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to provided until Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of has a “separation from service” within the meaning of Section 409A. (ii) Any severance payments or benefits under this Agreement that would be considered Deferred Compensation Severance Benefits will be paid on, or, in Section 409A the case of installments, will not commence until, the Code and applicable regulations sixtieth (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon 60th) day following Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” , or, if later, such time as required by clause (ciii) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided below. Any installment payments that the Release has would have been timely delivered made to Employee not later than ten (10) days after during the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service but for the preceding sentence will be accumulated through and paid or provided to Employee on the first sixtieth (60th) day of the seventh month following Employee’s separation from service and the remaining payments shall be made as provided in this Agreement. If the Employee should die before all amounts have been paid, such unpaid amounts shall be paid in a lump-sum payment (orless any withholding taxes) to the Employee’s designated beneficiary, if living, or otherwise to the personal representative of the Employee’s estate. (iii) Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee’s termination (other than due to death), then the Deferred Compensation Separation Benefits that are payable within the first six (6) months following Employee’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s separation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies during such periodfollowing Employee’s separation from service, within 30 days but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after his deaththe date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (in either case, iv) Any amount paid under this Agreement that satisfies the requirements of the “Required Delay Period”); and (iishort-term deferral” rule set forth in Section 1.409A-1(b)(4) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay PeriodTreasury Regulations will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during the Company’s taxable year preceding the Company’s taxable year of Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the final regulations thereundermaximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated.

Internal Revenue Code Section 409A. (a) It is the The intent of you and the parties Company is that payments and benefits under this Transition Agreement shall comply with, or 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 from, Section 409A of the Internal Revenue Code of 1986, as amended amended, and the regulations and guidance promulgated thereunder (the collectively “CodeCode Section 409A”); accordingly, and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of to the Code). Neither the Company Groupmaximum extent permitted, nor their directors, officers, employees or advisers this Transition Agreement shall be held liable for interpreted to be in compliance therewith. Notwithstanding any taxes, interest, penalties or other monetary amounts owed by Employee as a result provision of the application of Section 409A of the Code. (b) Notwithstanding anything in this Transition Agreement to the contrary, to in the extent event that you are a “specified employee” within the severance meaning of Code Section 409A (as determined in accordance with the methodology established by the Company as in effect on the Separation Date) (a “Specified Employee”), any payments or benefits that are considered non-qualified deferred compensation under Code Section 6(e) and any other amount or benefit 409A payable under this Agreement, constitutes non-exempt “deferred compensation” for purposes Transition Agreement on account of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of a “separation from service” in Section 409A of during the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409Asix-compliant month period immediately following your “separation from service.” (c) Whenever in this Agreement ” shall, to the provision of payment or benefit is conditioned on Employee’s execution extent necessary to comply with Code Section 409A and non-revocation following the application of the Releaserelevant exceptions under Treas. Reg. 1.409A-1(b)(9), provided that instead be paid, or provided, as the Release has been timely delivered to Employee not later than ten (10) days case may be, on the first regular payroll date after the date that is six months following your “separation from service” within the meaning of termination Code Section 409A. For purposes of the EmploymentCode Section 409A, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit your right to receive any installment payments pursuant to this Transition Agreement shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, treated as a right to receive a series of separate and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar yeardistinct payments. In other wordsno event may you, Employee is not permitted to influence directly or indirectly, designate the calendar year of any payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses made under this AgreementTransition Agreement that is considered nonqualified deferred compensation, subject to Code Section 409A. With regard to any provision herein that provides for reimbursement of costs and such payments expenses or reimbursements in-kind benefits that are includible in Employee’s federal gross taxable incomedeferred compensation subject to Code Section 409A, the amount of such expenses reimbursable in any one calendar year right to reimbursement or in-kind benefits 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and such Non-Exempt Deferred Compensation that would otherwise payments shall be payable during made on or before the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first last day of your taxable year following the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (taxable year in either case, which the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunderexpense occurred.

Internal Revenue Code Section 409A. (a) It is the intent of the parties that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant The Parties intend to comply with the requirements Section of section 409A of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”). All payments under this Agreement are intended to either be exempt from or comply with the requirements of Section 409A. All payments made under this Agreement shall be strictly paid in accordance with the terms of this Agreement. The Parties expressly understand that the provisions of this Agreement shall be construed and interpreted to avoid the imputation of any additional tax, and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief penalty or interest under Section 409A of and to preserve (to the Code)nearest extent reasonably possible) the intended benefits payable to Employee hereunder. Neither the Company Group, nor their directors, officers, employees or advisers The Severance paid under this Agreement shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee treated as a result separate payment of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” compensation for purposes of Section 409A of the Code (“Non409A. Any reimbursements or in-Exempt Deferred Compensation”) and kind benefits provided under this Agreement that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable are subject to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on or provided in accordance with the date, if any, on which an event occurs that constitutes a requirements of Section 409A-compliant “separation from service.” , including, where applicable, the requirement that (ci) Whenever in this Agreement any reimbursement is for expenses incurred during the provision period of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends time specified in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, (ii) the amount of such expenses reimbursable in any one eligible for reimbursement, or in-kind benefits provided, during a calendar year shall may not affect the amount reimbursable expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, and (iii) the reimbursement of an eligible expense must will be made no later than December 31 the last day of the calendar year after following the year in which the expense was is incurred. No , and (iv) the right of Employee to reimbursement of expenses under this Agreement shall be or in-kind benefits is not subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits . Employee’s right to any deferred compensation, as defined under Section 6 of this Agreement409A, includingshall not be subject to borrowing, without limitationanticipation, each payment of COBRA Cost alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors, to the extent necessary to avoid additional tax, penalties and/or interest under Section 6(g)(iv)409A. Nothing herein, including the foregoing sentence, shall be considered a separate paymentchange the Company’s rights and/or remedies under the Agreement and/or applicable law. In the exercise of any of its remedies, as described the Company will consider in Treas. Reg. Section 1.409A-2(b)(2), for purposes good faith the impact of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if on Employee and shall meaningfully consult with Employee before taking any amount or benefit action that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable might have a materially adverse impact on Employee under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by Section 409A. In no event shall the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule liable for any remaining payments penalties, costs, damages, levies or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code taxes imposed on Employee pursuant to Section 409A and the final regulations thereunder.409A.

Internal Revenue Code Section 409A. (a) It is the intent of the parties intended that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant comply with the requirements provisions of Section 409A of the Internal Revenue Code so as not to subject Executive to the payment of 1986, as amended (the “Code”), additional taxes and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief interest under Section 409A of the Code). Neither the Company GroupIn furtherance of this intent, nor their directors, officers, employees or advisers this Agreement shall be held liable for interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any taxes, interest, penalties regulations or other monetary amounts owed by Employee as a guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise Executive is determined to be payable or distributable a Specified Executive as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, are deemed to be deferred compensation shall be subject to any permissible acceleration a six (6) month delay following the Termination Date. For purposes of payment by Section 409A of the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order)Code, (j)(4)(iii) (conflicts all installment payments of interest)deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (j)(4)(vi6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (payment or, if earlier, the date of employment taxes): death of Executive) with all such delayed payments being credited with interest (icompounded monthly) for this period of delay equal to the amount prime rate in effect on the first day of such Nonsix-Exempt Deferred Compensation month period. Any portion of the benefits hereunder that would were not otherwise due to be payable paid during the six-month period immediately following Employee’s separation from service will the Termination Date shall be accumulated through and paid or provided on to Executive in accordance with the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunderestablished herein.

Internal Revenue Code Section 409A. (a) It is the intent of the parties intended that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant comply with the requirements provisions of Section 409A of the Internal Revenue Code so as not to subject Executive to the payment of 1986, as amended (the “Code”), additional taxes and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief interest under Section 409A of the Code). Neither the Company GroupIn furtherance of this intent, nor their directors, officers, employees or advisers this Agreement shall be held liable for interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any taxes, interest, penalties regulations or other monetary amounts owed by Employee as a guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding anything in any provision of this Agreement to the contrary, to the extent that the severance no termination or similar payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise benefits shall be payable or distributable hereunder by reason on account of Employee’s termination of the Employment, a Termination unless such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of Termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition1.409A-3(i)(1)(iv). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit 18 shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year construed as a guarantee of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed any particular tax effect for any taxable expenses under this Agreement, and such payments or reimbursements are includible in EmployeeExecutive’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses benefits under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment and the Company does not guarantee that any such benefits will satisfy the provisions of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Code Section 409A or any other provision of the Code. (fc) Notwithstanding anything any provision in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise Executive is determined to be payable or distributable a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, are deemed to be deferred compensation shall be subject to any permissible acceleration a six (6) month delay following the Termination Date. For purposes of payment by Section 409A of the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order)Code, (j)(4)(iii) (conflicts all installment payments of interest)deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (j)(4)(vi6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (payment or, if earlier, the date of employment taxes): death of Executive) with all such delayed payments being credited with interest (icompounded monthly) for this period of delay equal to the amount prime rate in effect on the first day of such Nonsix-Exempt Deferred Compensation month period. Any portion of the benefits hereunder that would were not otherwise due to be payable paid during the six-month period immediately following Employee’s separation from service will the Termination Date shall be accumulated through and paid or provided on to Executive in accordance with the first day of the seventh month following Employee’s separation from service payment schedule established herein. (or, if Employee dies during such period, within 30 days after his deathd) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the The term “Specified Employee” has the meaning given such term shall mean any person who is a “key employee” (as defined in Code Section 409A and 416(i) of the final regulations thereunderCode without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. (a) It is the intent of the parties that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e), (f) or (g) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employee’s Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his the signing of the ReleaseRelease by Employee. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv6(e)(iii), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.if

Internal Revenue Code Section 409A. (a) It is the intent Notwithstanding any provision of the parties that this Agreement, this Agreement shall be construed and 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 to comply with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance if necessary, any provision shall be held null and Treasury Regulations issued thereunder void to the extent such provision (and any applicable transition relief or part thereof) fails to comply with Section 409A of the Code or regulations thereunder. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code). Neither , each payment of compensation under the Company Group, nor their directors, officers, employees or advisers Agreement shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee treated as a result separate payment of compensation for purposes of applying the exclusion from Section 409A of the application Code for certain short-term deferral amounts. Any amounts payable solely on account of an involuntary separation from service within the meaning of Section 409A of the Code shall be excludible from the requirements of Section 409A of the Code. , either as involuntary separation pay or as short-term deferral amounts (be.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) Notwithstanding anything in this Agreement to the contrarymaximum possible extent. If, as of the date of termination, the Executive is a “specified employee” as determined by the Company, then to the extent that the severance payments under Section 6(e) and any other amount or benefit that would be paid or provided to the Executive under this Agreement, Agreement within six (6) months of his “separation from service” (as determined under Section 409A) constitutes non-exempt “an amount of deferred compensation” compensation for purposes of Section 409A and is considered for purposes of Section 409A to be owed to the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder Executive by reason virtue of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “his separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under , then such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made paid or commence before provided during the second such calendar year, even if six-month period following the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing date of the Release. (d) If Employee is entitled to Executive’s separation from service and instead shall be paid or reimbursed provided on the first business day that is at least seven (7) months following the date of the Executive’s separation from service, except to the extent that, in the Company’s reasonable judgment, payment during such six-month period would not cause the Executive to incur additional tax, interest or penalties under Section 409A. Further, any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for any taxable expenses under this incurred during the period of time specified in the Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, (ii) the amount of such expenses reimbursable in any one eligible for reimbursement, or in-kind benefits provided, during a calendar year shall may not affect the amount reimbursable expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, and (iii) the reimbursement of an eligible expense must shall be made no later than December 31 the last day of the calendar year after following the year in which the expense was is incurred. No , and (iv) the right of Employee to reimbursement of expenses under this Agreement shall be or in-kind benefits is not subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.

Internal Revenue Code Section 409A. For purposes of Code Section 409A, the regulations and other guidance thereunder and any state law of similar effect (a) It is the intent of the parties that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements collectively “Section 409A of the Internal Revenue Code of 1986, as amended (the “Code409A”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee each payment that is paid pursuant to this Agreement is hereby designated as a result of separate payment. The parties intend that all payments made or to be made under this Agreement comply with, or are exempt from, the application requirements of Section 409A so that none of the Code. (b) payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. Notwithstanding anything in this Agreement stated herein to the contrary, the severance pay provided in connection with your Involuntary Termination under this Section 4 is intended ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ September 9, 2022 to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) and to the extent it is exempt pursuant to such section it shall in any event be paid no later than the last day of your second taxable year following the taxable year in which your Involuntary Termination has occurred; provided that, to the extent that the such severance payments under Section 6(e) and any other amount payments paid to you in connection with your Involuntary Termination does not qualify or benefit otherwise exceeds the limit set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the Treasury or the IRS, the portion of the severance pay that does not qualify or otherwise exceeds such limit, as determined by the Company in its sole discretion, shall be paid by no later than the fifteenth (15th) day of the third (3rd) month following the end of your first tax year in which your Involuntary Termination occurs, or, if later, the fifteenth (15th) day of the third (3rd) month following the end of the Company’s first tax year in which your Involuntary Termination occurs, as provided in Treasury Regulation Section 1.409A-1(b)(4). To the extent that any COBRA payment premiums set forth in Section 4(b) or 4(c) above or any other reimbursements or in-kind benefits under this Agreement, constitutes non-Agreement or otherwise are not exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” , then (ci) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, benefits provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one during any calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall may not affect the amount reimbursable benefits to be provided in any other calendar year, and the reimbursement ; (ii) any payment of an eligible expense must COBRA premiums or such other reimbursements or in-kind benefits shall be made no later than December 31 on or before the earlier of the last day of the calendar year after following the calendar year in which the such expense was incurred. No incurred and the end of the second calendar year following the year of the Involuntary Termination; and (iii) the right of Employee to reimbursement of expenses under this Agreement such benefits shall not be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of Notwithstanding the Code. (f) Notwithstanding anything in this Agreement to the contraryabove, if any amount of the severance pay provided in connection with your Involuntary Termination does not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable Treasury Regulation Section 1.409A-1(b)(4) or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment other applicable exemption and you are deemed by the Company under Treas. Reg. at the time of your Involuntary Termination to be a “specified employee,” as defined in Treasury Regulation Section 1.409A-3(j)(4)(ii) (domestic relations order1.409A-1(i), (j)(4)(iii) (conflicts of interest), each such severance payment shall not be made or (j)(4)(vi) (payment of employment taxes): (i) commence until the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on date which is the first (1st) business day of the seventh (7th) month following Employee’s separation from service after your Involuntary Termination and the installments that otherwise would have been paid during the first six (or6) months after your Involuntary Termination shall be paid in a lump sum on the first (1st) business day of the seventh (7th) month after your Involuntary Termination, if Employee dies during such periodwith any remaining severance pay to be paid in accordance with the schedule set forth in Section 4(b) or 4(c) above, within 30 days after his death) as applicable. Such deferral shall only be effected to the extent required to avoid adverse tax treatment to you, including (in either case, the “Required Delay Period”); and (iiwithout limitation) the normal payment or distribution schedule additional twenty percent (20%) federal tax for any remaining payments or distributions will resume at the end which you would otherwise be liable under Section 409A(a)(1)(B) of the Required Delay Period. For purposes Code in the absence of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunderdeferral.

Internal Revenue Code Section 409A. (a) It is the intent intended that all of the parties that severance benefits and other payments payable under this Agreement shall satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) (“Section 409A”), and this Agreement will be interpreted construed to the greatest extent possible as consistent with those provisions, and administered in a manner to the extent not so that exempt, this Agreement (and any amount or benefit payable hereunder shall definitions hereunder) will be paid or provided construed in a manner that is either exempt from or compliant complies with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application 409A. For purposes of Section 409A (including, without limitation, for purposes of the Code. (b) Notwithstanding anything in Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, 263288939 v1 each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under contrary in this Agreement, constitutes non-exempt if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “deferred compensationspecified Executive” for purposes of Section 409A 409A(a)(2)(B)(i), and if any of the Code (payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “Non-Exempt Deferred Compensation”deferred compensation,” then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and that would otherwise the related adverse taxation under Section 409A, such payments shall not be payable or distributable hereunder by reason provided to Executive prior to the earliest of Employee’s termination (i) the expiration of the Employmentsix-month and one day period measured from the date of Executive’s Separation from Service, (ii) the date of Executive’s death or (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 Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 23 shall be paid in a lump sum to Executive, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be payable or distributable deemed to Employee unless have occurred any earlier than the circumstances giving rise 60th day following the Separation from Service, regardless of when the Release actually becomes effective. To the extent required to such termination of the Employment meet any description or definition of “separation from service” in avoid accelerated taxation and/or tax penalties under Section 409A of the Code and applicable regulations (without giving effect 409A, amounts reimbursable to any elective provisions that may be available Executive under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution Agreement shall be made paid to Executive on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 last day of the year after following the year in which the expense was incurred. No right of Employee to reimbursement incurred and the amount of expenses under this Agreement shall be subject eligible for reimbursement (and in-kind benefits provided to liquidation Executive) during any one year may not effect amounts reimbursable or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described provided in Treasany subsequent year. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A The Company makes no representation that any or all of the Code. (f) Notwithstanding anything payments described in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid exempt from or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code comply with Section 409A and the final regulations thereundermakes no undertaking to preclude Section 409A from applying to any such payment.

Internal Revenue Code Section 409A. Section 409A imposes additional taxes and interest on compensation or benefits deferred under certain "nonqualified deferred compensation plans" (a) It is as defined under the intent of Code). These plans may include, among others, nonqualified retirement plans, bonus plans, stock option plans, employment agreements and severance agreements. The Company reserves the parties that right to provide compensation or benefits under any such plan, including this Agreement shall be interpreted Agreement, in amounts, at times 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 Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any minimizes taxes, interest, interest or penalties or other monetary amounts owed by Employee as a result of Section 409A, including any required withholdings, and you agree to cooperate with the application of Company in such actions. Because you are a "specified employee," as such term is defined under Section 409A (generally one of the Code. (b) Notwithstanding anything in this Agreement to the contraryCompany's top 50 highest paid officers), to the extent that the severance payments required under Section 6(e) and 409A, the Company will not make any other amount or benefit payments to you under this AgreementAgreement or applicable plan, constitutes non-exempt “deferred compensation” for purposes as the case may be, including without limitation the Pension Equalization Plan, upon a "separation of service," as such term is defined under Section 409A 409A, until six (6) months after your date of separation from service or, if earlier, the date of your death. Upon expiration of the Code six-month period, or, if earlier, the date of your death, the Company shall make a payment to you (“Non-Exempt Deferred Compensation”or your beneficiary or estate, if applicable) and equal to the sum of all payments that would otherwise be payable or distributable hereunder by reason have been paid to you from the date of Employee’s termination separation from service through the end of the Employmentsix (6) month period had you not been a "specified employee", such amounts and thereafter the Company will not be payable or distributable to Employee unless make all the circumstances giving rise to such termination of payments at the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever times specified in this Agreement or applicable plan, as the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeitedcase may be. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar yearIn addition, the payment or benefit shall not be made or commence before the second such calendar yearCompany and you agree that, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 purposes of this Agreement, including, without limitation, each payment termination of COBRA Cost employment (or any variation thereof) will satisfy all of the requirements of "separation from service" as defined under Section 6(g)(iv)409A. For purposes of this Agreement, the right to a series of installment payments, such as salary continuation or severance payments, shall be considered treated as the right to a series of separate payments and shall not be treated as a right to a single payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term "Code" shall mean the Internal Revenue Code of 1986, as amended, including all final regulations promulgated thereunder, and any reference to a particular section of the Code shall include any provision that modifies, replaces or supersedes such section. For the avoidance of doubt, the Company shall provide you with payments attributable to Severance Pay, Benefit Programs, Insurance Program, Fringe Benefit Programs and Bonus referred to above, respectively, in Sections 1.a., 1.b., 1.c., 1.d. and 1.e., immediately from and after the Effective Date through April 1, 2014 if and to the extent the taxable amounts of any such payments that do not qualify for as a “Specified Employeeshort-term deferral” has within the meaning given such term of Tres. Reg. Section 1.409A-1(b)(4) do not exceed $510,000. Also, the Company shall provide you with Outplacement referred to above in Code Section 409A 1.g. during the Severance Period. Additionally, the Company shall provide you the three LTIP grant payments referred to above in Section 1.f.i as soon as administratively practical after April 1, 2014, but in no event later than April 15, 2014. The Company shall pay your Excess Savings Plan and PEP account balances in accordance with the final regulations thereunderterms of those plans.

Internal Revenue Code Section 409A. (aThis Severance Agreement is intended to comply with the short-term deferral rule under Treasury Regulation Section 1.409A-1(b)(4) It and be exempt from Code Section 409A, and shall be construed and interpreted in accordance with such intent, provided that, if any payment provided at any time hereunder involves non-qualified deferred compensation within the meaning of Code Section 409A, it is intended to comply with the intent of the parties that this Agreement applicable rules with regard thereto and shall be interpreted accordingly. In no event may you designate, directly or indirectly, the calendar year of any payment to be made under this Severance Agreement that is considered non-qualified deferred compensation. In the event the time period for considering any general release and administered it becoming effective as a condition of receiving a severance benefit shall overlap two calendar years, no amount of such severance shall be paid in the earlier calendar year. 8x8 does not guarantee that tax treatment of any payment or benefits made under this Severance Agreement, and you shall be responsible in any event for any taxes or penalties due under federal or state tax laws due to payments made hereunder. If you are deemed to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a "separation from service" (as defined under Treasury Regulation § 1.409A-1(h)), such payment or benefit shall be made or provided at the date which is the earlier Page 3 of 4 K.N. _________ of (A) the date that is immediately following the expiration of the six (6)-month period measured from the date of such "separation from service," or (B) the date of your death (the "Delay Period"). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a manner so that single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum (without interest), and any amount or benefit payable hereunder remaining payments and benefits due under this Severance Agreement shall be paid or provided in a manner that is either exempt from or compliant accordance with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule dates specified for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunderthem herein.

Internal Revenue Code Section 409A. (a) It is the intent of the parties intended that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant comply with the requirements provisions of Section 409A of the Internal Revenue Code so as not to subject Executive to the payment of 1986, as amended (the “Code”), additional taxes and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief interest under Section 409A of the Code). Neither the Company GroupIn furtherance of this intent, nor their directors, officers, employees or advisers this Agreement shall be held liable for interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any taxes, interest, penalties regulations or other monetary amounts owed by Employee as a result guidance issued under Section 409A of the application Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code., the parties agree to amend this Agreement to maintain to the maximum extent practicable the (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise Executive is determined to be payable or distributable a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, are deemed to be deferred compensation shall be subject to any permissible acceleration a six (6) month delay following the Termination Date. For purposes of payment by Section 409A of the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order)Code, (j)(4)(iii) (conflicts all installment payments of interest)deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (j)(4)(vi6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (payment or, if earlier, the date of employment taxes): death of Executive) with all such delayed payments being credited with interest (icompounded monthly) for this period of delay equal to the amount prime rate in effect on the first day of such Nonsix-Exempt Deferred Compensation month period. Any portion of the benefits hereunder that would were not otherwise due to be payable paid during the six-month period immediately following Employee’s separation from service will the Termination Date shall be accumulated through and paid or provided on to Executive in accordance with the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunderestablished herein.

Internal Revenue Code Section 409A. (ai) It This Agreement is the intent of the parties that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant intended to comply with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section section 409A of the Code (“Non-Exempt Deferred CompensationSection 409A”). Should there arise any ambiguity as to whether any provision of this Agreement contravenes one or more applicable requirements or limitations of Section 409A and the Treasury Regulations thereunder, such provision shall be interpreted, administered and applied in a manner that complies with the applicable requirements of Section 409A and the Treasury Regulations thereunder. (ii) Notwithstanding any provision in this Agreement the contrary, no payment or benefit under this Agreement that constitutes an item of deferred compensation under Section 409A and that would otherwise be becomes payable or distributable hereunder by reason of Employee’s termination a Qualifying Termination or a Change of the Employment, such amounts Control Termination will not be payable or distributable made to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of Executive until Executive incurs a “separation from service,” in within the meaning of Section 409A and the Treasury Regulations thereunder. For purposes of the Code and applicable regulations (without giving effect this Agreement, each amount to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment paid or the determination of the amounts owed benefit to him due be provided to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution Executive shall be made on the date, if any, on which an event occurs that constitutes treated as a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of separate identified payment or benefit is conditioned on Employeefor purposes of Section 409A. In no event may Executive, directly or indirectly, designate the calendar year of a payment. In addition, no payment or benefit that constitutes an item of deferred compensation under Section 409A and becomes payable by reason of Executive’s execution and non-revocation separation from service will be made to Executive prior to the earlier of (i) the first day of the Releaseseventh month following the date of such separation from service or (ii) the date of Executive’s death, if Executive is deemed at the time of such separation from service to be a specified employee (as determined in accordance with Section 409A and the Treasury Regulations thereunder) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A. Upon the expiration of the applicable deferral period, all payments and benefits deferred pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or provided that to Executive in a lump sum on the Release has been timely delivered to Employee not later than ten (10) days first day of the seventh month after the date of termination Executive’s separation from service or, if earlier, the first day of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after month immediately following the date the Company receives proof of termination of Executive’s death. Any remaining payments or benefits due under this Agreement will be paid in accordance with the Employment, failing which such normal payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Releasedates specified herein. (diii) If Employee is entitled to be paid Any reimbursements or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) all such reimbursements will be made on or before the last day of the taxable year following the taxable year in which Executive incurred such reimbursed expense, (2) the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i3) the amount of such Nonexpenses eligible for reimbursement, or the in-Exempt Deferred Compensation that would otherwise kind benefits provided, during any taxable year of Executive will not affect the expenses eligible for reimbursement, or the in-kind benefits to be payable provided, in any other taxable year of Executive, and (4) any reimbursement will be for expenses incurred only during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (time specified in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.

Internal Revenue Code Section 409A. (a) It This Agreement is the intent of the parties that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant intended to comply with the requirements of Section 409A of the Internal Revenue Code (to the extent applicable) and the Company agrees to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply with such requirements and without resulting in any diminution in the value of 1986, as amended (payments or benefits to the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and Employee. To the extent that any applicable transition relief payments to be provided to the Employee under this Agreement result in the deferral of compensation under Section 409A of the Code), and if the Employee is a “Key Employee” as defined in Section 409A(a)(2)(B)(i) of the Code, then any such payments shall instead be transferred to a rabbi trust (which shall be created by the Company, on terms reasonably acceptable to the Employee, as soon as administratively feasible following the occurrence of an event giving rise to the Employee’s right to such payment) and such amounts (together with earnings thereon in accordance with the terms of the trust agreement) shall be transferred from the trust to the Employee upon the earlier of (i) six months and one day after the Employee’s separation from service or (ii) any other date permitted under Section 409A of the Code. Neither To the extent that any of the non-cash benefits provided to the Employee under this Agreement, including but not limited to the Welfare Benefits, result in the deferral of compensation under Section 409A of the Code and if the Employee is a “Key Employee” as defined in Section 409A(a)(2)(B)(i) of the Code, then the Company Groupshall, nor their directorsinstead of providing such benefits to the Employee as set forth hereinabove, officersdelay the proviso of such benefits until the earlier of (i) six months and one day after the Employee’s separation from service or (ii) such other date permitted under Section 409A of the Code; provided, employees or advisers however, on such date the Company shall be held liable required to pay to the Employee in one lump sum an amount equal to the after-tax costs of the benefits for any taxes, interest, penalties or other monetary amounts owed by Employee the period during which the provision of the benefits was delayed as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.409A.

Internal Revenue Code Section 409A. (a) It is the intent The provisions of the parties that this Agreement shall and all payments made hereunder are intended to be interpreted and administered in a manner exempt from, or if not so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant exempt, to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended amended, and the guidance issued thereunder (the collectively “CodeSection 409A”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers this Agreement shall be held liable interpreted, operated and administered accordingly. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt from or comply with Section 409A. Each payment made pursuant to this Agreement shall be deemed to be a separate payment for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application purposes of Section 409A of the Code.409A. (b) Notwithstanding anything To the extent that any payment or benefit described in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes “non-exempt “qualified deferred compensation” for purposes of under Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise 409A, then such payments or benefits shall be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount only upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant your “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), without regard to any alternative definition thereunder. Notwithstanding anything to the contrary in this Agreement, if, upon your separation from service, you are a “specified employee” as defined under Section 409A, then, to the extent required under Section 409A, any amounts that would otherwise be payable, on account of your separation from service, within six (6) months following your Separation Date that would constitute deferred compensation within the meaning of Section 409A and that would not qualify for an exemption under Section 409A, shall instead be paid in a lump sum on the first business day following the expiration of such six (6) month period, or if earlier, upon your death. (c) Whenever in To the extent that any reimbursement of expenses provided to you under this Agreement constitutes taxable income, such reimbursement or in-kind benefits shall be subject to the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of following additional rules: (i) all reimbursements shall be paid in the Releasetime period provided for herein, provided that the Release has been timely delivered to Employee not later than ten (10) days but in no event shall any reimbursement be paid after the date last day of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on following the timing of his signing of calendar year in which the Release. expense was incurred, (dii) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of such in-kind benefits provided or reimbursable expenses reimbursable incurred in any one calendar year shall not affect the amount reimbursable in-kind benefits to be provided or the expenses eligible for reimbursement in any other calendar year, and (iii) 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 Employee to reimbursement of expenses under this Agreement or in-kind benefits shall not be subject to liquidation or exchange for another any other benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.

Internal Revenue Code Section 409A. (a) It is the intent Notwithstanding any provision of the parties that this Agreement, this Agreement shall be construed and 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 to comply with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)amended, and applicable Internal Revenue Service guidance if necessary, any provision shall be held null and Treasury Regulations issued thereunder void to the extent such provision (and any applicable transition relief or part thereof) fails to comply with Section 409A of the Code or regulations thereunder. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code). Neither , each payment of compensation under the Company Group, nor their directors, officers, employees or advisers Agreement shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee treated as a result separate payment of compensation for purposes of applying the exclusion from Section 409A of the application Code for certain short-term deferral amounts. Any amounts payable solely on account of an involuntary separation from service within the meaning of Section 409A of the Code shall be excludible from the requirements of Section 409A of the Code. , either as involuntary separation pay or as short-term deferral amounts (be.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) Notwithstanding anything in this Agreement to the contrarymaximum possible extent. If, as of the date of termination, Executive is a “specified employee” as determined by the Company, then to the extent that the severance payments under Section 6(e) and any other amount or benefit that would be paid or provided to Executive under this Agreement, Agreement within six (6) months of her “separation from service” (as determined under Section 409A) constitutes non-exempt “an amount of deferred compensation” compensation for purposes of Section 409A and is considered for purposes of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise Section 409A to be payable or distributable hereunder owed to Executive by reason virtue of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “her separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under , then such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made paid or commence before provided during the second such calendar year, even if six-month period following the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year date of payment based on the timing of his signing of the Release. (d) If Employee is entitled to Executive’s separation from service and instead shall be paid or reimbursed provided on the first business day that is at least seven (7) months following the date of Executive’s separation from service, except to the extent that, in the Company’s reasonable judgment, payment during such six-month period would not cause Executive to incur additional tax, interest or penalties under Section 409A. Further, any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for any taxable expenses under this incurred during the period of time specified in the Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, (ii) the amount of such expenses reimbursable in any one eligible for reimbursement, or in-kind benefits provided, during a calendar year shall may not affect the amount reimbursable expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, and (iii) the reimbursement of an eligible expense must shall be made no later than December 31 the last day of the calendar year after following the year in which the expense was is incurred. No , and (iv) the right of Employee to reimbursement of expenses under this Agreement shall be or in-kind benefits is not subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.

Internal Revenue Code Section 409A. (a) It is If at the intent time of the parties that this Agreement shall be interpreted and administered in Executive’s separation from service: (i) the Executive is 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 specified employee (within the requirements meaning of Section 409A of the Internal Revenue Code Code, and using the identification methodology selected by the Company from time to time); and (ii) the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of 1986, as amended (Section 409A of the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid additional taxes or interest under Section 409A of the Code). Neither , then the Company Groupwill not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first to occur of (x) the first business day after such six-month period, nor their directors(y) Executive's death, officersor (z) such other date as will not cause such payment to be subject to tax or interest under Code Section 409A. (b) It is the intention of the Parties that payments or benefits payable under this Agreement not be subject to the additional tax or interest imposed pursuant to Code Section 409A. To the extent such potential payments or benefits could become subject to Code Section 409A, employees the Parties shall cooperate to amend this Agreement with the goal of giving the Executive the economic benefits described herein in a manner that does not result in such tax being imposed. The Executive shall, at the request of the Company, take any action (or advisers refrain from taking any action), required to comply with any correction procedure promulgated pursuant to Code Section 409A. In no event shall the Company be held liable to Executive for any taxes, interestpenalties, penalties or other monetary amounts owed by Employee interest that may be due as a result of the application of Code Section 409A of the Code.409A. (bc) Notwithstanding anything in this Agreement With respect to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Code Section 409A 409A, each severance payment will be considered one of a series of separate payments, and each such payment shall be a separately identifiable and determinable amount. (d) For purposes of determining the Code (“Non-Exempt Deferred Compensation”) and that would otherwise timing of any payment of severance compensation, the Executive will be payable or distributable hereunder by reason of Employee’s deemed to have a termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of employment only upon a “separation from service” in within the meaning of Code Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.”409A. (ce) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided Any amount that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee Executive is entitled to be paid or reimbursed for any taxable expenses under this AgreementAgreement will be reimbursed to the Executive as promptly as practical, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of such expenses reimbursable in any one event not later than the last day of the 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 following the year in which the expense was expenses were incurred. No right of Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (ef) Each payment The Executive's termination of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall his employment for Good Reason is intended to be considered a separate payment, separation from service for good reason as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code§ 1.409A-1(n)(2) and this Agreement shall be interpreted and construed accordingly. (fg) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in each payment of severance compensation is intended to be excepted from Code Section 409A to the maximum extent provided under Code Section 409A as follows: (i) each payment that is scheduled to be made following the Executive's termination of employment and within the final regulations thereunderapplicable 2 1/2 month period specified in Treas. Reg. § 1.409A(b)(4) is intended to be excepted under the short-term deferral exception as specified in Treas. Reg.§ 1.409A-1(b)(4); and (ii) each payment that is not otherwise excepted under the short-term deferral exception is intended to be excepted under the involuntary separation pay exception as specified in Treas. Reg. § 1.409A-1(b)(9)(iii) or the exception for limited payments described in Treas. Reg. § 1.409A-1(b)(9)(v)(D). The Executive shall have no right to designate the date of any payment of severance compensation to be made hereunder.

Internal Revenue Code Section 409A. (a) It is the intent Notwithstanding any provision of the parties that this Agreement, this Agreement shall be construed and interpreted and administered in a manner so that any amount or benefit payable hereunder to comply with Section 409A. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under the Agreement shall be paid or provided in treated as a manner that is either exempt from or compliant with separate payment of compensation for purposes of applying the requirements Section 409A of deferral election rules and the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under exclusion from Section 409A of the Code)for certain short-term deferral amounts. Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement contained herein to the contrary, Executive shall not be considered to have terminated employment and service with the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” Company for purposes of entitlement to any payments under this Agreement which are subject to Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that until Executive would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable considered to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of have incurred a “separation from service” in from the Company within the meaning of Section 409A. If the period during which Executive has discretion to execute or revoke the Release straddles two calendar years, the Company shall make the payments that are subject to Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit conditioned upon the vesting of any amount upon Employee’s termination Release no earlier than January 1st of the Employment second of such calendar years, regardless of which taxable year Executive actually delivers the executed Release to the Company. Any amounts payable solely on account of an involuntary separation from service within the meaning of Section 409A shall be excludible from the requirements of Section 409A, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the determination schedule prior to March 15 of the amounts owed calendar year following the calendar year of involuntary separation) to him due the maximum possible extent. If, as of the Date of Termination, Executive is a “specified employee” as determined by the Company, then to such termination. If this provision prevents the payment or distribution of extent that any amount or benefit, such payment benefit that would be paid or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant provided to Executive under this Agreement within six (6) months of his “separation from service.” ” (cas determined under Section 409A) Whenever in this Agreement constitutes an amount of deferred compensation for purposes of Section 409A and is considered for purposes of Section 409A to be owed to Executive by virtue of his separation from service, then to the provision extent necessary to avoid the imposition of payment taxes under Section 409A, such amount or benefit is conditioned on Employee’s execution and nonwill not be paid or provided during the six-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after month period following the date of termination of Executive’s separation from service and instead shall be paid or provided on the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty first business day that is at least seven (607) days after months following the date of termination of Executive’s separation from service, together with interest thereon from the Employmentdate(s) originally due. Further, failing which such payment any reimbursements or benefit in-kind benefits provided under the Agreement shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before provided in accordance with the second such calendar yearrequirements of Section 409A, even if including, where applicable, the Release becomes irrevocable requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, (ii) the amount of such expenses reimbursable in any one eligible for reimbursement, or in-kind benefits provided during a calendar year shall may not affect the amount reimbursable expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, and (iii) the reimbursement of an eligible expense must will be made no later than December 31 the last day of the calendar year after following the year in which the expense was is incurred. No , and (iv) the right of Employee to reimbursement of expenses under this Agreement shall be or in-kind benefits is not subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, notwithstanding any other provision of this Agreement to the term contrary, Executive’s employment and service shall be deemed to have terminated only if (i) Executive is not, immediately after such event, employed by the Company, or any other person with whom Executive’s legal employer would be considered a single employer under Section 414(b) or 414(c) of the Code (collectively the “Specified EmployeeControlled Group”), and (ii) to the extent (and only to the extent) that a “payment” has (as defined in Section 409A) provided to Executive under this Agreement is subject to Section 409A, Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement until Executive would be considered to have incurred a “separation from service” within the meaning given such term in Code of Section 409A and 409A. The termination of Executive’s employment by any member within the final regulations thereunderControlled Group shall be deemed to be a termination by the Company for purposes of this Agreement if the conditions imposed by the immediately preceding sentence are met.

Internal Revenue Code Section 409A. (a) It is the intent Notwithstanding any provision of the parties that this Agreement, this Agreement shall be construed and interpreted and administered in a manner so that any amount or benefit payable hereunder to comply with Section 409A. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under the Agreement shall be paid or provided in treated as a manner that is either exempt from or compliant with separate payment of compensation for purposes of applying the requirements Section 409A of deferral election rules and the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under exclusion from Section 409A of the Code)for certain short-term deferral amounts. Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement contained herein to the contrary, Executive shall not be considered to have terminated employment and service with the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” Company for purposes of entitlement to any payments under this Agreement which are subject to Section 409A of until the Code (“Non-Exempt Deferred Compensation”) and that Executive would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable considered to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of have incurred a “separation from service” in from the Company within the meaning of Section 409A. If the period during which Executive has discretion to execute or revoke the Release straddles two calendar years, the Company shall make the payments that are subject to Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit conditioned upon the vesting of any amount upon Employee’s termination Release no earlier than January 1st of the Employment second of such calendar years, regardless of which taxable year the Executive actually delivers the executed Release to the Company. Any amounts payable solely on account of an involuntary separation from service within the meaning of Section 409A shall be excludible from the requirements of Section 409A, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the determination schedule prior to March 15 of the amounts owed calendar year following the calendar year of involuntary separation) to him due the maximum possible extent. If, as of the Date of Termination, Executive is a “specified employee” as determined by the Company, then to such termination. If this provision prevents the payment or distribution of extent that any amount or benefit, such payment benefit that would be paid or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant provided to Executive under this Agreement within six (6) months of his “separation from service.” ” (cas determined under Section 409A) Whenever in this Agreement constitutes an amount of deferred compensation for purposes of Section 409A and is considered for purposes of Section 409A to be owed to Executive by virtue of his separation from service, then to the provision extent necessary to avoid the imposition of payment taxes under Section 409A, such amount or benefit is conditioned on Employee’s execution and nonwill not be paid or provided during the six-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after month period following the date of termination of Executive’s separation from service and instead shall be paid or provided on the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty first business day that is at least seven (607) days after months following the date of termination of Executive’s separation from service, together with interest thereon from the Employmentdate(s) originally due. Further, failing which such payment any reimbursements or benefit in-kind benefits provided under the Agreement shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before provided in accordance with the second such calendar yearrequirements of Section 409A, even if including, where applicable, the Release becomes irrevocable requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, (ii) the amount of such expenses reimbursable in any one eligible for reimbursement, or in-kind benefits provided during a calendar year shall may not affect the amount reimbursable expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, and (iii) the reimbursement of an eligible expense must will be made no later than December 31 the last day of the calendar year after following the year in which the expense was is incurred. No , and (iv) the right of Employee to reimbursement of expenses under this Agreement shall be or in-kind benefits is not subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, notwithstanding any other provision of this Agreement to the term contrary, the Executive’s employment and service shall be deemed to have terminated only if (i) Executive is not, immediately after such event, employed by the Company, or any other person with whom Executive’s legal employer would be considered a single employer under Section 414(b) or 414(c) of the Code (collectively the “Specified EmployeeControlled Group”), and (ii) to the extent (and only to the extent) that a “payment” has (as defined in Section 409A) provided to Executive under this Agreement is subject to Section 409A, Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement until Executive would be considered to have incurred a “separation from service” within the meaning given such term in Code of Section 409A and 409A. The termination of Executive’s employment by any member within the final regulations thereunderControlled Group shall be deemed to be a termination by the Company for purposes of this Agreement if the conditions imposed by the immediately preceding sentence are met.

Internal Revenue Code Section 409A. For purposes of Code Section 409A, the regulations and other guidance thereunder and any state law of similar effect (a) It is the intent of the parties that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements collectively “Section 409A of the Internal Revenue Code of 1986, as amended (the “Code409A”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee each payment that is paid pursuant to this Agreement is hereby designated as a result of separate payment. The parties intend that all payments made or to be made under this Agreement comply with, or are exempt from, the application requirements of Section 409A so that none of the Code. (b) payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. Notwithstanding anything in this Agreement stated herein to the contrary, the severance pay provided in connection with your Involuntary Termination under this Section 4 is intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) and to the extent it is exempt pursuant to such section it shall in any event be paid no later than the last day of your second taxable year following the taxable year in which your Involuntary Termination has occurred; provided that, to the extent that the such severance payments under Section 6(e) and any other amount payments paid to you in connection with your Involuntary Termination does not qualify or benefit otherwise exceeds the limit set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the Treasury or the IRS, the portion of the severance pay that does not qualify or otherwise exceeds such limit, as determined by the Company in its sole discretion, shall be paid by no later than the fifteenth (15th) day of the third (3rd) month following the end of your first tax year in which your Involuntary Termination occurs, or, if later, the fifteenth (15th) day of the third (3rd) month following the end of the Company’s first tax year in which your Involuntary Termination occurs, as provided in Treasury Regulation Section 1.409A-1(b)(4). To the extent that any COBRA payment premiums set forth in Section 4(b) or 4(c) above or any other reimbursements or in-kind benefits under this Agreement, constitutes non-Agreement or otherwise are not exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” , then (ci) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, benefits provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one during any calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall may not affect the amount reimbursable benefits to be provided in any other calendar year, and the reimbursement ; (ii) any payment of an eligible expense must COBRA premiums or such other reimbursements or in-kind benefits shall be made no later than December 31 on or before the earlier of the last day of the calendar year after following the calendar year in which the such expense was incurred. No incurred and the end of the second calendar year following the year of the Involuntary Termination; and (iii) the right of Employee to reimbursement of expenses under this Agreement such benefits shall not be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of Notwithstanding the Code. (f) Notwithstanding anything in this Agreement to the contraryabove, if any amount of the severance pay provided in connection with your Involuntary Termination does not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable Treasury Regulation Section 1.409A-1(b)(4) or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment other applicable exemption and you are deemed by the Company under Treas. Reg. at the time of your Involuntary Termination to be a “specified employee,” as defined in Treasury Regulation Section 1.409A-3(j)(4)(ii) (domestic relations order1.409A-1(i), (j)(4)(iii) (conflicts of interest), each such severance payment shall not be made or (j)(4)(vi) (payment of employment taxes): (i) commence until the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on date which is the first (1st) business ▇▇▇▇▇ ▇▇▇▇▇ September 9, 2022 day of the seventh (7th) month following Employee’s separation from service after your Involuntary Termination and the installments that otherwise would have been paid during the first six (or6) months after your Involuntary Termination shall be paid in a lump sum on the first (1st) business day of the seventh (7th) month after your Involuntary Termination, if Employee dies during such periodwith any remaining severance pay to be paid in accordance with the schedule set forth in Section 4(b) or 4(c) above, within 30 days after his death) as applicable. Such deferral shall only be effected to the extent required to avoid adverse tax treatment to you, including (in either case, the “Required Delay Period”); and (iiwithout limitation) the normal payment or distribution schedule additional twenty percent (20%) federal tax for any remaining payments or distributions will resume at the end which you would otherwise be liable under Section 409A(a)(1)(B) of the Required Delay Period. For purposes Code in the absence of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunderdeferral.

Internal Revenue Code Section 409A. (a) It is the intent of the parties intended that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant comply with the requirements provisions of Section 409A of the Internal Revenue Code so as not to subject Executive to the payment of 1986, as amended (the “Code”), additional taxes and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief interest under Section 409A of the Code). Neither the Company GroupIn furtherance of this intent, nor their directors, officers, employees or advisers this Agreement shall be held liable for interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any taxes, interest, penalties regulations or other monetary amounts owed by Employee as a guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the Parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise Executive is determined to be payable or distributable a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, are deemed to be deferred compensation shall be subject to any permissible acceleration a six (6) month delay following the Termination Date. For purposes of payment by Section 409A of the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order)Code, (j)(4)(iii) (conflicts all installment payments of interest)deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (j)(4)(vi6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (payment or, if earlier, the date of employment taxes): death of Executive) with all such delayed payments being credited with interest (icompounded monthly) for this period of delay equal to the amount prime rate in effect on the first day of such Nonsix-Exempt Deferred Compensation month period. Any portion of the benefits hereunder that would were not otherwise due to be payable paid during the six-month period immediately following Employee’s separation from service will the Termination Date shall be accumulated through and paid or provided on to Executive in accordance with the first day of the seventh month following Employee’s separation from service payment schedule established herein. (or, if Employee dies during such period, within 30 days after his deathc) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the The term “Specified Employee” has the meaning given such term shall mean any person who is a “key employee” (as defined in Code Section 409A and 416(i) of the final regulations thereunder.Code without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Bank for a particular calendar year. (remainder of page intentionally left blank)

Internal Revenue Code Section 409A. (a) It is the intent of the parties intended that any amounts payable under this Agreement shall either 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 comply with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“Non-Exempt Deferred CompensationCode Section 409A”) so as not to subject the Executive to payment of any interest or additional tax imposed under Code Section 409A, and shall be consistently interpreted in accordance with such intent. To the extent that any amount payable under this Agreement would otherwise trigger the additional tax, penalty or interest imposed by Code Section 409A, this Agreement shall be modified to avoid such additional tax, penalty or interest yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. No provision of this Agreement shall be interpreted or distributable hereunder by reason construed to transfer any liability for failure to comply with the requirements of Employee’s Section 409A from Executive or any other individual to the Company or any of their respective affiliates, employees or agents. (b) To the extent a payment or benefit under this Agreement is nonqualified deferred compensation subject to Code Section 409A, a termination of employment by the Employment, such amounts will Executive shall not be payable deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts upon or distributable to Employee following a termination of employment unless the circumstances giving rise to such termination of the Employment meet any description or definition of is also a “separation from service” in within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” within the meaning of Code Section 409A. If the Executive is deemed on the date of a separation from service (within the meaning of Code Section 409A) to be a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B) of the Code and applicable regulations (without giving effect determined using any identification methodology and procedure selected by the Company from time to time, or, if none, the default methodology and procedure specified under Code Section 409A), then with regard to any elective provisions that may be available under such definition). This payment or the provision does not prohibit the vesting of any amount upon Employee’s termination benefit that is “nonqualified deferred compensation” within the meaning of Code Section 409A and which is paid as a result of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant Executive’s “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, ,” such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before provided prior to the second date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such calendar year“separation from service” of the Executive, even if and (B) the Release becomes irrevocable date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this clause (whether they would have otherwise been payable in a single sum or in installments in the first absence of such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (ddelay) If Employee is entitled to shall be paid or reimbursed for any taxable expenses under this Agreementto the Executive in a lump sum, and such any remaining payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses benefits due under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) accordance with the normal payment or distribution schedule dates specified for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunderthem herein.

Internal Revenue Code Section 409A. Section 409A of the Code (aas defined in this Section 3.7) and/or its related rules and regulations (“Section 409A”), imposes additional taxes and interest on compensation or benefits deferred under certain “nonqualified deferred compensation plans” (as defined under the Code). These plans may include, among others, nonqualified retirement plans, bonus plans, stock option plans, employment agreements and severance agreements. It is the intent of the parties that the payments and benefits under this Agreement comply with or be exempt from Section 409A and, accordingly, this Agreement shall be interpreted consistent with such intent. The Company reserves the right to provide compensation or benefits under any such plan in amounts, at times 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 Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any minimizes taxes, interest, interest or penalties or other monetary amounts owed by Employee as a result of Section 409A, including any required withholdings, and the application Executive agrees to cooperate with the Company in such actions. Specifically, and without limitation of the previous sentence, if the Executive is a “specified employee,” as such term is defined under Section 409A (generally, one of the Code. Company’s top fifty (b50) Notwithstanding anything in this Agreement to the contraryhighest paid officers), to the extent that required to comply with Section 409A, the severance Company will not make any payments to the Executive under this Agreement upon a “separation from service,” as such term is defined under Section 6(e409A, until six (6) months after the Executive’s date of separation from service or, if earlier, the date of the Executive’s death. Upon expiration of the six-month period, or, if earlier, the date of the Executive’s death, the Company shall make a payment to the Executive (or her beneficiary or estate, if applicable) equal to the sum of all payments that would have been paid to the Executive from the date of separation from service had the Executive not been a “specified employee” through the end of the six (6) month period or the date of death (whichever is earlier), and any other amount thereafter the Company will make all the payments at the times specified in this Agreement or benefit under applicable policy, as the case may be. In addition, the Company and the Executive agree that, for purposes of this Agreement, constitutes non-exempt “deferred compensation” for purposes termination of Section 409A employment (or any variation thereof) will satisfy all of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition requirements of “separation from service” in as defined under Section 409A 409A. For purposes of this Agreement, the Code and applicable regulations (without giving effect right to any elective provisions that may be available under such definition). This provision does not prohibit the vesting a series of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefitinstallment payments, such payment as salary continuation or distribution severance payments, shall be made on treated as the date, if any, on which an event occurs that constitutes right to a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision series of payment or benefit is conditioned on Employee’s execution separate payments and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made treated as a right to a single payment. Any in-kind benefits or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses reimbursements provided under this Agreement, and Agreement that constitute deferred compensation subject to Section 409A shall be subject to the following: (i) any such payments in-kind benefit or reimbursements are includible in Employee’s federal gross taxable income, the amount of such expenses reimbursable in any payment reimbursement provided during one calendar year shall not affect the amount reimbursable in any other of such in-kind benefit or reimbursement provided during a subsequent calendar year, ; (ii) such in-kind benefit or reimbursement may not be exchanged or substituted for other forms of compensation to the Executive; and the (iii) reimbursement of an eligible expense must payments shall be made to the Executive no later than December 31 the last day of the taxable year after following the year in which the reimbursed expense was is incurred. No right of Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified EmployeeCode” has shall mean the meaning given such term in Internal Revenue Code Section 409A and the of 1986, as amended, including all final regulations promulgated thereunder, and any reference to a particular section of the Code shall include any provision that modifies, replaces or supersedes such section.

Internal Revenue Code Section 409A. (a) It is the intent of the parties that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employee’s Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv6(e)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.

Internal Revenue Code Section 409A. (a) It is intended that the intent of the parties that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant comply with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes provisions of Section 409A of the Code and the related U.S. Treasury Department regulations and guidance promulgated thereunder (“Non-Exempt Deferred CompensationCode Section 409A”) so as not to subject the Executive to the payment of additional taxes and interest under Code Section 409A, and shall be interpreted, operated and administered in a manner consistent with those intentions. To the extent that would otherwise be payable or distributable any payment hereunder by reason constitutes “nonqualified deferred compensation” within the meaning of Employee’s termination Code Section 409A, then the following shall apply: a. For purposes of determining the Employmenttiming of any such payment, such amounts will not be payable or distributable all references in this Agreement to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of Termination Date shall mean a “separation from service” as defined in Code Section 409A 409A. b. For purposes of the Code and applicable regulations (without giving effect Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment another plan or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefitarrangement, such payment or distribution shall be made on deemed to be separate payments. c. If the date, if any, on which an event occurs that constitutes Executive is a Specified Employee (as defined in Code Section 409A-compliant “) as of his separation from service.” (c) Whenever in this Agreement service with the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of Bank, then, only to the Releaseextent required pursuant to Code Section 409A(a)(2)(B)(i), provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses due under this Agreement shall be subject to liquidation or exchange for another benefit. a six (e6) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of month delay following the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of EmployeeExecutive’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treasservice. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will All delayed payments shall be accumulated through and paid or provided on the in lump-sum catch-up payment as of first day of the seventh seventh-month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either caseearlier, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end date of death of the Required Delay PeriodExecutive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect of the first day of such six-month period. For purposes Any portion of this Agreementthe benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Executive in accordance with the payment schedule established herein. Notwithstanding the foregoing, the term “Specified Employee” has Bank makes no representations or promises as to the meaning given such term in tax effect of any payments under this Agreement or their compliance with Code Section 409A and the final regulations thereunder.409A.

Internal Revenue Code Section 409A. (a) It is the intent of the parties intended that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant comply with the requirements provisions of Section 409A of the Internal Revenue Code so as not to subject Executive to the payment of 1986, as amended (the “Code”), additional taxes and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief interest under Section 409A of the Code). Neither the Company GroupIn furtherance of this intent, nor their directors, officers, employees or advisers this Agreement shall be held liable for interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any taxes, interest, penalties regulations or other monetary amounts owed by Employee as a guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the Parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise Executive is determined to be payable or distributable a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, are deemed to be deferred compensation shall be subject to any permissible acceleration a six (6) month delay following the Termination Date. For purposes of payment by Section 409A of the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order)Code, (j)(4)(iii) (conflicts all installment payments of interest)deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (j)(4)(vi6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (payment or, if earlier, the date of employment taxes): death of Executive) with all such delayed payments being credited with interest (icompounded monthly) for this period of delay equal to the amount prime rate in effect on the first day of such Nonsix-Exempt Deferred Compensation month period. Any portion of the benefits hereunder that would were not otherwise due to be payable paid during the six-month period immediately following Employee’s separation from service will the Termination Date shall be accumulated through and paid or provided on to Executive in accordance with the first day of the seventh month following Employee’s separation from service payment schedule established herein. (or, if Employee dies during such period, within 30 days after his deathc) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the The term “Specified Employee” has the meaning given such term shall mean any person who is a “key employee” (as defined in Code Section 409A and 416(i) of the final regulations thereunderCode without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Bank for a particular calendar year.

Internal Revenue Code Section 409A. (a) It is Notwithstanding the intent foregoing, for purposes of complying with Code Section 409A, if the parties that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Restricted Stock Units are considered an item of non-qualified deferred compensation subject to Code Section 409A of the Internal Revenue Code of 1986, as amended (the “CodeDeferred Compensation”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers vested Restricted Stock Units shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, settled within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount applicable Vesting Date, (ii) the Participant’s “separation from service” within the meaning of such Non-Exempt Code Section 409A in connection with an accelerated vesting event pursuant to Section 5(b) [IF APPLICABLE: and, if applicable, Addendum A], and (iii) the Participant’s death. In addition, if the Restricted Stock Units are Deferred Compensation that would otherwise be and payable during in connection with the six-month period immediately following EmployeeParticipant’s separation from service will service, and if the Participant is a “specified employee” within the meaning of Code Section 409A on the date the Participant experiences a separation from service, then the Restricted Stock Units shall be accumulated through and paid or provided settled on the first business day of the seventh month following Employeethe Participant’s separation from service (service, or, if Employee dies during such periodearlier, within 30 days after his death) (in either case, on the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end date of the Required Delay Period. For purposes of this AgreementParticipant’s death, solely to the term “Specified Employee” has the meaning given extent such term delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. (b) The Restricted Stock Units are intended to be exempt from or compliant with Code Section 409A and the U.S. Treasury Regulations relating thereto so as not to subject the Participant to the payment of additional taxes and interest under Code Section 409A or other adverse tax consequences. In furtherance of this intent, the provisions of this Agreement will be interpreted, operated, and administered in a manner consistent with these intentions. The Administrator may modify the terms of this Agreement and/or the Plan without the consent of the Participant, in the manner that the Administrator may determine to be necessary or advisable in order to comply with Code Section 409A or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Code Section 409A if compliance is not practical. This Section 24(b) does not create an obligation on the part of the Company to modify the terms of this Agreement or the Plan and does not guarantee that the Restricted Stock Units or the delivery of Shares upon settlement of the Restricted Stock Units will not be subject to taxes, interest and penalties or any other adverse tax consequences under Code Section 409A. Nothing in this Agreement shall provide a basis for any person to take any action against the Company or any of its Subsidiaries or Affiliates based on matters covered by Code Section 409A, including the tax treatment of any amounts paid under this Agreement, and neither the Company nor any of its Subsidiaries or Affiliates will have any liability under any circumstances to the Participant or any other party if the Restricted Stock Units, the delivery of Shares upon vesting/settlement of the Restricted Stock Units or other payment or tax event hereunder that is intended to be exempt from, or compliant with, Code Section 409A, is not so exempt or compliant or for any action taken by the Administrator with respect thereto. By the Participant’s agreement to this Agreement, the Participant agrees that the Restricted Stock Units are granted under and governed by the terms and conditions of the Plan and this Agreement. The Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and Agreement. The Participant hereby agrees to accept as binding, conclusive and final regulations thereunderall decisions or interpretations of the Administrator upon any questions relating to the Plan and Agreement. The following provisions shall be incorporated into the Restricted Stock Unit Agreement to which this Addendum A is attached. To the extent any capitalized terms used in this Addendum A are not defined, they shall have the meanings given to them in the Agreement or the Plan, as applicable.

Internal Revenue Code Section 409A. (a) It is The Company and the intent of the parties that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant Executive intend to comply with the requirements Section of section 409A of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”). All payments under this Agreement are intended to either be exempt from or comply with the requirements of Section 409A. All payments made under this Agreement shall be strictly paid in accordance with the terms of this Agreement. The Company and the Executive expressly understand that the provisions of this Agreement shall be construed and interpreted to avoid the imputation of any additional tax, and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief penalty or interest under Section 409A of and to preserve (to the Code)nearest extent reasonably possible) the intended benefits payable to Executive hereunder. Neither the Company Group, nor their directors, officers, employees or advisers The severance benefits paid under this Agreement shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee treated as a result separate payment of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” compensation for purposes of Section 409A of the Code (“Non409A. Any reimbursements or in-Exempt Deferred Compensation”) and kind benefits provided under this Agreement that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable are subject to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on or provided in accordance with the date, if any, on which an event occurs that constitutes a requirements of Section 409A-compliant “separation from service.” , including, where applicable, the requirement that (ci) Whenever in this Agreement any reimbursement is for expenses incurred during the provision period of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends time specified in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, (ii) the amount of such DCACTIVE-72975020.1 expenses reimbursable in any one eligible for reimbursement, or in-kind benefits provided, during a calendar year shall may not affect the amount reimbursable expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, and (iii) the reimbursement of an eligible expense must will be made no later than December 31 the last day of the calendar year after following the year in which the expense was is incurred. No , and (iv) the right of Employee to reimbursement of expenses under this Agreement shall be or in-kind benefits is not subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits . Executive’s right to any deferred compensation, as defined under Section 6 of this Agreement409A, includingshall not be subject to borrowing, without limitationanticipation, each payment of COBRA Cost alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors, to the extent necessary to avoid additional tax, penalties and/or interest under Section 6(g)(iv)409A. Nothing herein, including the foregoing sentence, shall be considered a separate payment, as described in Treaschange the Company’s rights and/or remedies under the Agreement and/or applicable law. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by In no event shall the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule liable for any remaining payments penalties, costs, damages, levies or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code taxes imposed on Executive pursuant to Section 409A and the final regulations thereunder.409A.

Internal Revenue Code Section 409A. a. The severance payments and benefits under this Agreement are intended to comply with, or be exempt from the requirements of “Section 409A” (aas defined below) It is so that none of them will be subject to the intent of the parties that additional tax imposed under Section 409A, and any ambiguities or ambiguous terms in this Agreement shall be interpreted to be so exempt or otherwise comply with Section 409A. If and administered to the extent necessary to avoid subjecting Employee to an additional tax under Section 409A, and if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee’s termination (other than due to death), then the “Deferred Payments” (as defined below) that are otherwise payable within the first six (6) months following Employee’s separation from service shall become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s separation from service. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six (6)-month anniversary of his termination, then any payments delayed in accordance with this Section 27(a) shall be payable in a manner so that any amount lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Payments shall be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable hereunder under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. See Section 16 of this Agreement regarding Employee’s responsibility for the payment of taxes. b. Notwithstanding anything to the contrary in this Agreement, no Deferred Payments shall become payable under this Agreement until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) shall be paid or provided in payable until Employee has a manner that is either exempt “separation from or compliant with service” within the requirements meaning of Section 409A. c. For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service the final regulations and official guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Grouppromulgated thereunder, nor their directors, officers, employees as each have been or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed amended from time to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Periodtime. For purposes of this Agreement, the term “Specified Deferred Payments” means any severance pay or benefits to be paid or provided to Employee (or Employee” has the meaning given such term ’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits payable to Employee (or Employee’s estate or beneficiaries), that in Code each case, when considered together, are considered deferred compensation under Section 409A and the final regulations thereunder.409A.

Internal Revenue Code Section 409A. (a) It is The Restricted Stock Units are intended to be exempt from or compliant with Code Section 409A and the intent U.S. Treasury Regulations relating thereto so as not to subject the Participant to the payment of additional taxes and interest under Code Section 409A or other adverse tax consequences. In furtherance of this intent, the parties that provisions of this Agreement shall will be interpreted interpreted, operated, and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided consistent with these intentions. The Administrator may modify the terms of this Agreement and/or the Plan without the consent of the Participant, in a the manner that is either exempt from the Administrator may determine to be necessary or compliant advisable in order to comply with the requirements Code Section 409A of the Internal Revenue Code of 1986or to mitigate any additional tax, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, interest and/or penalties or other monetary amounts owed by Employee as a result adverse tax consequences that may apply under Code Section 409A if compliance is not practical. This Section 24 does not create an obligation on the part of the application Company to modify the terms of Section 409A this Agreement or the Plan and does not guarantee that the Restricted Stock Units or the delivery of Shares upon settlement of the Code. (b) Notwithstanding anything Restricted Stock Units will not be subject to taxes, interest and penalties or any other adverse tax consequences under Code Section 409A. Nothing in this Agreement shall provide a basis for any person to take any action against the contraryCompany or any of its Subsidiaries or Affiliates based on matters covered by Code Section 409A, to including the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting tax treatment of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments neither the Company nor any of its Subsidiaries or reimbursements are includible in Employee’s federal gross taxable incomeAffiliates will have any liability under any circumstances to the Participant or any other party if the Restricted Stock Units, the amount delivery of 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 Shares upon vesting/settlement of the year after the year in which the expense was incurred. No right of Employee Restricted Stock Units or other payment or tax event hereunder that is intended to reimbursement of expenses under this Agreement shall be subject to liquidation exempt from, or exchange compliant with, Code Section 409A, is not so exempt or compliant or for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment action taken by the Company under TreasAdministrator with respect thereto. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) By the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following EmployeeParticipant’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of agreement to this Agreement, the term “Specified Employee” Participant agrees that the Restricted Stock Units are granted under and governed by the terms and conditions of the Plan and this Agreement. The Participant has reviewed the meaning given such term Plan and this Agreement in Code Section 409A their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and Agreement. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Agreement. This Appendix includes additional terms and conditions that govern the Restricted Stock Units granted to the Participant under the Plan if the Participant resides in one of the countries listed below. Capitalized terms used but not defined in this Appendix shall have the meanings set forth in the Plan and/or the Agreement. This Appendix also includes information regarding securities law and other issues of which the Participant should be aware with respect to participation in the Plan. The information is based on the securities and other laws in effect in the respective countries as of April 2017. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in this Appendix as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time that the Restricted Stock Units vest or the Participant sells Shares acquired under the Plan. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation and the final regulations thereunder.Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation. Finally, if the Participant is a citizen or resident of a country other than the one in which the Participant is currently working or transfers employment between countries after the Grant Date, the Participant may be subject to the special terms and conditions for more than one country and/or the information for more than one country may be applicable to the Participant. It is also possible that the special terms and conditions and the information may not be applicable to the Participant in such a case. Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement:

Internal Revenue Code Section 409A. (a) It is the intent of the The parties that to this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with intend for the requirements payments to satisfy the short-term deferral exception under Section 409A of the Internal Revenue Code or, in the case of 1986medical, dental and life insurance benefits, not constitute deferred compensation (since such amounts are not taxable to the Executive). However, notwithstanding anything to the contrary in this Agreement, to the extent payments do not meet the short-term deferral exception of Section 409A of the Code and, in the event the Executive is a “Specified Employee” (as amended (defined herein) no payment shall be made to the Executive under this Agreement prior to the first day of the seventh month following termination of employment in excess of the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief permitted amount” under Section 409A of the Code). Neither For these purposes the “permitted amount” shall be an amount that does not exceed two times the lesser of: (A) the sum of the Executive’s annualized compensation based upon the annual rate of pay for services provided to the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 preceding the year in which the expense was incurred. No right of Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest)Executive terminates employment, or (j)(4)(viB) (the maximum amount that may be taken into account under a tax-qualified plan pursuant to Section 401(a)(17) of the Code for the calendar year in which occurs the termination of employment occurs. The payment of employment taxes): the “permitted amount” shall be made within five (i5) business days of the termination of employment. Any payment in excess of the permitted amount of such Non-Exempt Deferred Compensation that would otherwise shall be payable during made to the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided Executive on the first day of the seventh month following Employeethe Executive’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end termination of the Required Delay Periodemployment. For purposes of this Agreement, the term “Specified Employee” has shall be interpreted to comply with Section 409A of the Code and shall mean a key employee within the meaning given such term of Section 416(i) of the Code (without regard to paragraph 5 thereof), but an individual shall be a “Specified Employee” only if the Company is a publicly-traded institution or the subsidiary of a publicly-traded holding company. References in Code this Agreement to Section 409A of the Code include rules, regulations, and guidance of general application issued by the final regulations thereunderDepartment of the Treasury under Section 409 A of the Code.

Internal Revenue Code Section 409A. (a) It is the intent of the parties that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that the severance payments under Section 6(e6(e)(i), (ii) and (iii), and any other amount or benefit under this Agreement, constitutes that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder hereunder, or a different form of payment of such non-exempt deferred compensation would be effected, by reason of a Change in Control or Employee’s termination of the Employmentemployment, such amounts non-exempt deferred compensation will not be payable or distributable to Employee Employee, and/or such different form of payment will not be effected, by reason of such circumstances unless the circumstances giving rise to such Change in Control or termination of employment, as the Employment case may be, meet any description or definition of “change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation” or “separation from service,” as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount of non-exempt deferred compensation upon a Change in Control or termination of Employee’s termination of the Employment or the determination of the amounts owed to him due to such terminationemployment, however defined. If this provision prevents the payment or distribution of any amount or benefitnon-exempt deferred compensation, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “change in control event” or “separation from service,” as the case may be. If this provision prevents the application of a different form of payment of any amount or benefit, such payment shall be made in the same form as would have applied absent such designated event or circumstance.” (c) Whenever in Each payment of Termination Benefits under Section 6(e) of this Agreement the provision shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of payment or benefit is conditioned on Employee’s execution and non-revocation Section 409A of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the ReleaseCode. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. Employee’s rights to payment or reimbursement of expenses pursuant to Section 5(b) of this Agreement shall expire at the end of two (2) years after the date of termination of this Agreement. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Nonnon-Exempt Deferred Compensation exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined belowherein), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Nonnon-Exempt Deferred Compensation exempt deferred compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.

Internal Revenue Code Section 409A. (a) It is To the intent of the parties that fullest extent applicable, amounts and other benefits payable under this Letter Agreement shall are intended to 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 definition of “nonqualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and ) in accordance with one or more of the exemptions available under the final Treasury Regulations issued thereunder (and any applicable transition relief regulations promulgated under Code Section 409A (“409A Regulations”)(collectively, Code Section 409A and the 409A Regulations are herein after referred to as “Section 409A”) and, to the extent that any such amount or benefit is, or becomes subject to, Section 409A due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation in accordance with Section 409A, this Letter Agreement is intended to comply with the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application applicable requirements of Section 409A with respect to such amounts or benefits. To the extent possible, this Letter Agreement shall be interpreted and administered in a manner consistent with the foregoing statement of the Codeintent. (b) If you notify the Company, in writing, (with specificity as to the reason therefore) that you believe that any provision of this Letter Agreement (or payment, benefit payable or any award of compensation, including equity compensation therein) would cause you 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 you, use its best efforts to amend the Letter Agreement to modify such provision to comply with Section 409A or any of the exemptions under Section 409A. To the extent that any provision hereof is modified in order to comply with Section 409A or the exemptions under Section 409A, such modification shall be made in good faith and to the extent reasonably practical, shall be consistent with the original intent of, and maintain the economic benefits provided to you and the Company, under the Letter Agreement without violating Section 409A. (c) Notwithstanding anything in this Letter Agreement or elsewhere to the contrary, to the extent that the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code if you are a Specified Employee (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described defined in Treas. Reg. Section 1.409A-2(b)(21.409A-1(h)(6)(i), for purposes of Section 409A of ) on your Separation Date and the Code. (f) Notwithstanding anything in this Agreement to the contrary, if Company reasonably determines that any amount or other benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable to you under this Letter Agreement by reason constitutes nonqualified deferred compensation and the payment of Employee’s separation from service during such amount or other benefit in accordance with the terms of the Letter Agreement will subject you to “additional tax” under Code Section 409A(a)(1)(B) (together with any interest or penalties imposed with respect to, or in connection with, such tax, a period in which he is a Specified Employee (as defined below“409A Tax”), then, subject to any permissible acceleration of payment by then the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the such amount of such Non-Exempt Deferred Compensation that would otherwise or benefit shall be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on postponed to the first business day of the seventh month following Employee’s separation from service (your Separation Date or, if Employee dies during earlier, the date of your death (the “Delayed Payment Date”). You and the Company may agree to take such periodother actions to avoid the imposition of a 409A Tax at such time and in such manner as permitted under Section 409A. In the event that this paragraph 5(c) requires a delay in the payment of any amount, within 30 days after his deaththen such amount shall be accumulated and paid in a single lump sum on the Delayed Payment Date. (d) In no event whatsoever (as a result of paragraph 5(a), (b) or (c) above or otherwise) shall the Company be liable for any 409A Tax that may be imposed on you by Section 409A, or otherwise, or any damages for failing to comply with Section 409A or the provisions of this paragraph 5(a) (in either case, the “Required Delay Period”b) or (c); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.

Internal Revenue Code Section 409A. (a) It is the intent of the The parties that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant intend to comply with the requirements Section of section 409A of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”). All payments under this Agreement are intended to either be exempt from or comply with the requirements of Section 409A. All payments made under this Agreement shall be strictly paid in accordance with the terms of this Agreement. The parties expressly understand that the provisions of this Agreement shall be construed and interpreted to avoid the imputation of any additional tax, and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief penalty or interest under Section 409A and to preserve (to the nearest extent reasonably possible) the intended benefits payable to Grantee hereunder. Any reimbursements or in-kind benefits provided under this Agreement that are subject to Section 409A shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the Code)calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, the Company shall not make any deductions for money or property that Grantee owes to the extent Company, offset or otherwise reduce any sums that may be due or become payable to or for the severance payments under Section 6(e) and account of Grantee with respect to any arrangements other amount or benefit under than pursuant to the terms of this Agreement, constitutes non-exempt “from amounts that constitute deferred compensation” compensation for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder except as required by reason of Employeelaw. ▇▇▇▇▇▇▇’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect right to any elective provisions that may be available deferred compensation, as defined under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made subject to borrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or commence before garnishment by creditors, to the second such calendar yearextent necessary to avoid additional tax, even if penalties and/or interest under Section 409A. Nothing herein, including the Release becomes irrevocable in foregoing sentence, shall change the first such calendar yearCompany’s rights and/or remedies under the Agreement and/or applicable law. In other words, Employee is not permitted to influence no event shall the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to Company be paid or reimbursed liable for any taxable expenses under this Agreementpenalties, and such payments costs, damages, levies or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee taxes imposed on Grantee pursuant to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.409A.

Internal Revenue Code Section 409A. For purposes of Code Section 409A, the regulations and other guidance thereunder and any state law of similar effect (a) It is the intent of the parties that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements collectively “Section 409A of the Internal Revenue Code of 1986, as amended (the “Code409A”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee each payment that is paid pursuant to this Agreement is hereby designated as a result of separate payment. The parties intend that all payments made or to be made under this Agreement comply with, or are exempt from, the application requirements of Section 409A so that none of the Code. (b) payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. Notwithstanding anything in this Agreement stated herein to the contrary, the severance pay provided in connection with your Involuntary Termination under this Section 4 is intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) and to the extent it is exempt pursuant to such section it shall in any event be paid no later than the last day of your second taxable year following the taxable year in which your Involuntary Termination has occurred; provided that, to the extent that the such severance payments under Section 6(e) and any other amount payments paid to you in connection with your Involuntary Termination does not qualify or benefit otherwise exceeds the limit set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the Treasury or the IRS, the portion of the severance pay that does not qualify or otherwise exceeds such limit, as determined by the Company in its sole discretion, shall be paid by no later than the fifteenth (15th) day of the third (3rd) month following the end of your first tax year in which your Involuntary Termination occurs, or, if later, the fifteenth (15th) day of the third (3rd) month following the end of the Company’s first tax year in which your Involuntary Termination occurs, as provided in Treasury Regulation Section 1.409A-1(b)(4). To the extent that any COBRA payment premiums set forth in Section 4(b) or 4(c) above or any other reimbursements or in-kind benefits under this Agreement, constitutes non-Agreement or otherwise are not exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” , then (ci) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, benefits provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one during any calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall may not affect the amount reimbursable benefits to be provided in any other calendar year, and the reimbursement ; (ii) any payment of an eligible expense must COBRA premiums or such other reimbursements or in-kind benefits shall be made no later than December 31 on or before the earlier of the last day of the calendar year after following the calendar year in which the such expense was incurred. No incurred and the end of the second calendar year following the year of the Involuntary Termination; and (iii) the right of Employee to reimbursement of expenses under this Agreement such benefits shall not be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of Notwithstanding the Code. (f) Notwithstanding anything in this Agreement to the contraryabove, if any amount of the severance pay provided in connection with your Involuntary Termination does not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable Treasury Regulation Section 1.409A-1(b)(4) or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment other applicable exemption and you are deemed by the Company under Treas. Reg. at the time of your Involuntary Termination to be a “specified employee,” as defined in Treasury Regulation Section 1.409A-3(j)(4)(ii) (domestic relations order1.409A-1(i), (j)(4)(iii) (conflicts of interest), each such severance payment shall not be made or (j)(4)(vi) (payment of employment taxes): (i) commence until the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on date which is the first (1st) business 4130-5286-8669.2 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ September 9, 2022 day of the seventh (7th) month following Employee’s separation from service after your Involuntary Termination and the installments that otherwise would have been paid during the first six (or6) months after your Involuntary Termination shall be paid in a lump sum on the first (1st) business day of the seventh (7th) month after your Involuntary Termination, if Employee dies during such periodwith any remaining severance pay to be paid in accordance with the schedule set forth in Section 4(b) or 4(c) above, within 30 days after his death) as applicable. Such deferral shall only be effected to the extent required to avoid adverse tax treatment to you, including (in either case, the “Required Delay Period”); and (iiwithout limitation) the normal payment or distribution schedule additional twenty percent (20%) federal tax for any remaining payments or distributions will resume at the end which you would otherwise be liable under Section 409A(a)(1)(B) of the Required Delay Period. For purposes Code in the absence of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunderdeferral.

Internal Revenue Code Section 409A. (a) It is The Company intends that if any payments and benefits are provided under this Agreement they shall either be exempt from the intent application of, or comply with, the requirements of the parties that this Code Section 409A. The Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided construed in a manner that is either supports the Company’s intent to be exempt from or compliant comply with the requirements Code Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Neither the Company Group, nor their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) 409A. Notwithstanding anything in this the Agreement to the contrary, the Company may amend the Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of remaining exempt from or complying with the requirements of Code Section 409A, provided however that any such amendment will not otherwise modify the material financial terms of this Agreement. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (a) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions shall, to the extent that the severance payments under Section 6(e) and any other amount or benefit under practicable, be deemed to be made a part of this Agreement, constitutes non-exempt “deferred compensation” for purposes of and (b) terms used in this Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder shall be deemed not to comply with Code Section 409A, then neither the Company, its Board, its officers, its employees, any of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise Company’s committees nor its or their designees or agents shall be payable liable to ▇▇. ▇▇▇▇▇▇▇▇▇ or distributable hereunder by reason of Employee’s termination of the Employmentother persons for actions, such amounts will not be payable decisions or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” determinations made in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such terminationgood faith. If this provision prevents the payment or distribution of any amount or benefitnon-exempt deferred compensation, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Code Section 409A-compliant “separation from service.” (c) Whenever in this Agreement ” Finally, neither the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods Company nor ▇▇. ▇▇▇▇▇▇▇▇▇ shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on accelerate the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (f) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.any

Internal Revenue Code Section 409A. (a)(1)(B). (a) It is To the intent of the parties that fullest extent applicable, amounts and other benefits payable under this Agreement shall are intended to 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 definition of “nonqualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (amended, in accordance with one or more of the “Code”), and applicable Internal Revenue Service guidance and exemptions available under the final Treasury Regulations issued thereunder (and any applicable transition relief regulations promulgated under Section 409A 409A. In this regard, each payment under this Agreement that is made in a series of the Code). Neither the Company Group, nor their directors, officers, employees or advisers scheduled installments shall be held liable deemed a separate payment for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application purposes of Section 409A of the Code.409A. (b) Notwithstanding anything in To the extent that any amounts or benefits payable under this Agreement are or become subject to Section 409A due to a failure to qualify for an exemption from the contrarydefinition of nonqualified deferred compensation subject to Section 409A, this Agreement is intended to comply with the applicable requirements of Section 409A with respect to such amounts or benefits. This Agreement shall be interpreted and administered to the extent that possible in a manner consistent with the severance payments under Section 6(e) and any other amount or benefit under this Agreement, constitutes non-exempt “deferred compensation” for purposes foregoing statement of Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless the circumstances giving rise to such termination of the Employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from serviceintent.” (c) Whenever in In each case where this Agreement provides for the provision payment of payment or benefit is conditioned on Employee’s execution and non-revocation of the Release, provided an amount that the Release has been timely delivered constitutes nonqualified deferred compensation under Section 409A to Employee not later than ten be made within a designated period (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expirede.g., within sixty (60) days after the date of termination of the Employment, failing which termination) and such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next different calendar yearyears, the exact payment or benefit date within such range shall not be made or commence before determined by the second such calendar yearCompany, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreementits sole discretion, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of 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 have no later than December 31 of the year after right to designate the year in which the expense was incurred. No right of Employee to reimbursement of expenses under this Agreement payment shall be subject to liquidation or exchange for another benefitmade. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. (fd) Notwithstanding anything in this Agreement or elsewhere to the contrary, if ▇▇▇▇▇▇▇▇▇▇ is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code, as determined by the Company) on the date of his termination, and the Company reasonably determines that any amount or other benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason on account of Employee’s ▇▇▇▇▇▇▇▇▇▇’▇ separation from service during a period in which he is a Specified Employee service, within the meaning of Section 409A(a)(2)(A)(i) of the Code, constitutes nonqualified deferred compensation that will subject ▇▇▇▇▇▇▇▇▇▇ to “additional tax” under Section 409A(a)(1)(B) of the Code (as defined below), then, subject to together with any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest)interest or penalties imposed with respect to, or (j)(4)(viin connection with, such tax, a “409A Tax”) (with respect to the payment of employment taxes): (i) such amount or the amount provision of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and benefit if paid or provided on at the time specified in the Agreement, then the payment or provision thereof shall be postponed to the first business day of the seventh month following Employee’s separation from service (the date of termination or, if Employee dies during such period, within 30 days after his death) (in either caseearlier, the “Required Delay Period”); date of ▇▇▇▇▇▇▇▇▇▇’▇ death. The Company and ▇▇▇▇▇▇▇▇▇▇ may agree to take other actions to avoid the imposition of a 409A Tax at such time and in such manner as permitted under Section 409A. (iie) ▇▇▇▇▇▇▇▇▇▇’▇ date of termination for purposes of determining the normal date that any payment or distribution schedule benefit that is treated as nonqualified deferred compensation under Section 409A is to be paid or provided (or in determining whether an exemption to such treatment applies), and for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreementdetermining whether ▇▇▇▇▇▇▇▇▇▇ is a “specified employee” on the date of termination, shall be the term date on which ▇▇▇▇▇▇▇▇▇▇ has incurred a “Specified Employeeseparation from service” has within the meaning given such term of Treasury Regulation section 1.409A-1(h), or in Code subsequent IRS guidance under Section 409A and the final regulations thereunder.409A.