Common use of Section 409A Compliance Clause in Contracts

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.

Section 409A Compliance. To the extent applicable, it It is intended that any benefits under this Agreement comply with satisfy, to the provisions greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (“Section 409A”). This , provided under Treasury Regulations Sections 1.409A‑1(b)(4), and 1.409A‑1(b)(9), and this Agreement shall will be administered construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner consistent that complies with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with 409A. For purposes of Section 409A (which amendment may be retroactive to the extent permitted by including, without limitation, for purposes of Treasury Regulations Section 409A1.409A‑2(b)(2)(iii). Unless otherwise expressly provided), any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which EmployeeExecutive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each receive any installment of any severance payments provided for under this Agreement (whether severance payments, if any, 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. Severance benefits shall not commence until the Executive has a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “separation from service”). Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of termination to be a “specified employee” for purposes of application Section 409A(a)(2)(B)(i), and if any of Section 409A. To the payments set forth herein are deemed to be “deferred compensation,” then to the extent that delayed commencement of any severance portion of such payments come within is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the definition of “short term deferrals” or “involuntary severance” related adverse taxation under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and payments shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid provided prior to the earliest of (i) the expiration of the six-month period measured from the date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to of termination, (ii) the timing date of payments except Executive’s death or (iii) such earlier date as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution without the imposition of a waiver and release which may be executed and/or revoked in a calendar year adverse taxation. Upon the first business day following the calendar year in which the payment event (expiration of such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary period, all payments deferred pursuant to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence this paragraph shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement orsum, unless otherwise specified in writing, under and any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements remaining payments due shall be paid no later than as otherwise provided herein. No interest shall be due on any amounts so deferred. Finally, if the end period during which Executive may consider and sign a release in connection with the receipt of severance benefits spans two calendar years, the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end payment of said period, and (iii) the right to reimbursement or in-kind benefits shall severance will not be subject to liquidation made or exchange for another benefit. Notwithstanding anything herein to begin until the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.later calendar year.

Section 409A Compliance. To the extent applicable, it is intended that All payments under this Agreement are intended to comply with or be exempt from the provisions requirements of Section 409A of the Internal Revenue Code and the guidance regulations promulgated thereunder (“Section 409A”). This Agreement shall be administered As used in a manner consistent with this intentAgreement, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by “Code” means the parties to comply with Section 409A (which amendment may be retroactive to Internal Revenue Code of 1986, as amended. To the extent permitted by under applicable regulations and/or other guidance of general applicability issued pursuant to Section 409A). Unless otherwise expressly provided, any payment of compensation by the Company reserves the right to Employee, whether pursuant to modify this Agreement to conform with any or otherwise, all relevant provisions regarding compensation and/or benefits so that such compensation and benefits are exempt from the provisions of 409A and/or otherwise comply with such provisions so as to avoid the tax consequences set forth in Section 409A and to assure that no payment or benefit shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a an “substantial risk of forfeitureadditional tax” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within provision in this Agreement is ambiguous as to its compliance with Section 409A, or to the definition of “short term deferrals” or “involuntary severance” under extent any provision in this Agreement must be modified to comply with Section 409A, such amounts provision shall be excluded from “deferred compensation” as allowed under Section 409A, and read in such a manner so that no payment due to the Executive shall not be subject to the following Section 409A compliance requirements. All payments of an “nonqualified deferred compensationadditional tax” (within the meaning of Section 409A409A(a)(1)(B) are intended of the Code. If necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” any payment on account of the Executive’s separation from service that would otherwise be due hereunder within six (6) months after such separation shall be delayed until the first business day of the seventh month following the date of termination of employment and the first such payment shall include the cumulative amount of any payments (without interest) that would have been paid prior to such date if not for such restriction. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of payment. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerateincluding, offset or assign any such deferred paymentwhere applicable, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event requirement that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) any reimbursement is for expenses incurred during the first day Executive’s lifetime (or during a shorter period of the seventh (7th) complete calendar month following such termination of employmenttime specified in this Agreement), or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one a calendar year may not affect the benefits provided during expenses eligible for reimbursement in any other calendar year; , (iiiii) reimbursements shall the reimbursement of an eligible expense will be paid no later than made on or before the end last day of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said periodexpense is incurred, and (iiiiv) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of Section 11.2 unless the Executive would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). In no amendment event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be made imposed on the Executive by Section 409A or damages for failing to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance comply with Section 409A.

Section 409A Compliance. To Notwithstanding anything herein to the extent applicable, it is intended that this Agreement comply with contrary: (i) no termination or other similar payments and benefits hereunder shall be payable unless the provisions Executive’s termination of employment constitutes a “separation from service” within the meaning of Section 409A 1.409A-1(h) of the Internal Revenue Code and Department of Treasury Regulations; (ii) if the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause Executive is deemed at the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day time of the third month (i.e., 2½ months) after the later of the end of the calendar year or the CompanyExecutive’s fiscal year in which Employee’s right separation from service to such payment vests (i.e., is not subject to be a “substantial risk of forfeiturespecified employee” for purposes of Code Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of any termination or other similar payments and benefits to which the Executive may be entitled hereunder (after taking into account all exclusions applicable to such payments or benefits under Section 409A). For ) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of such payments and benefits shall not be provided to the Executive prior to the earlier of (x) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A) or (y) the date of the Executive’s death; provided that upon the earlier of such dates, all payments and benefits deferred pursuant to this Section 9(b)(ii) shall be paid in a lump sum to the Executive, and any remaining payments and benefits due hereunder shall be provided as otherwise specified herein; (iii) the determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of the Executive’s separation from service shall be made by the Company in accordance with the terms of Section 409A (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); (iv) to the extent that any Installment Payments under this Agreement, Agreement are deemed to constitute “Separation from Servicenonqualified deferred compensation” shall have within the meaning given of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to such term under Section 409A. Each payment and each installment of any severance payments provided for receive under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To and distinct payment; (v) to the extent that any severance payments come within reimbursements or corresponding in-kind benefits provided to the definition of Executive under this Agreement are deemed to constitute “short term deferrals” or “involuntary severancedeferred compensation” under Section 409A, such amounts reimbursements or benefits shall be excluded from “deferred compensation” as allowed under Section 409Aprovided reasonably promptly, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted but in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) later than December 31 of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expensesexpense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end Department of said period, Treasury Regulations; and (iiivi) the right to reimbursement amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for another any other benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A..

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive Notwithstanding anything to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year contrary in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment in-kind benefits and each installment of any severance payments reimbursements provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply provided in accordance with the requirements of Treasury Regulation Section 409A1.409A-3(i)(1)(iv), and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign such that any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A and reimbursements provided under this Agreement or, unless otherwise specified in writing, under during any Company program or policy, calendar year shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or not affect in-kind benefits or reimbursements to be provided during one calendar year may not affect the benefits provided during in any other calendar year; (ii) reimbursements shall be paid no later , other than an arrangement providing for the end reimbursement of the calendar year following the year medical expenses referred to in which the Employee incurs such expensesCode Section 105(b), and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrarycontrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no amendment may event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made to this Agreement if it would cause at such time as Executive has a separation from service (within the Agreement or any payment hereunder not to be in compliance meaning of Code Section 409A) from the Company and each employer treated as a single employer with Section 409A.the Company, as determined above.

Section 409A Compliance. To the extent applicable, it this Agreement is intended that this Agreement to comply with the provisions requirements of Section 409A of the ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code and of 1986, as amended (together with the guidance promulgated thereunder (applicable regulations thereunder, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and To the extent that any provision that would cause the in this Agreement is ambiguous as to fail to satisfy its compliance with Section 409A shall have no force and effect until amended by or to the parties extent any provision in this Agreement must be modified to comply with Section 409A (including, without limitation, Treasury Regulation 1.409A-3(c)), such provision shall be read, or shall be modified (with the mutual consent of the parties, which amendment consent shall not be unreasonably withheld), as the case may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly providedbe, any payment of compensation by Company to Employee, whether pursuant to in such a manner so that all payments due under this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code comply with Section 409A). 409A. For purposes of this AgreementSection 409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each each payment and each installment of any severance payments provided for made under this Agreement shall be treated as a separate payment. In no event may Executive, directly or indirectly, designate the calendar year of payment. Notwithstanding any provision of this Agreement to the contrary, if necessary to comply with the restriction in Section 409A(a)(2)(B) concerning payments to “specified employees” (as defined in Section 409A) any payment on account of the Executive’s separation from service that would otherwise be due hereunder within six months after such separation shall nonetheless be delayed until the first business day of the seventh month following the Executive’s date of termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of application of Section 409A. To this Agreement unless he would be considered to have incurred a “separation from service” from the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (Company within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall will be administered and interpreted in a manner consistent with this intent, and any provision that would cause the this Agreement to fail to satisfy Section 409A shall will have no force and effect until amended by the parties to comply with Section 409A therewith (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly providedNotwithstanding anything contained herein to the contrary, any payment of compensation by Executive shall not be considered to have terminated employment with the Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” Agreement and no payments shall have the meaning given be due to such term under Section 409A. Each payment and each installment of any severance payments provided for Executive under this Agreement shall which are payable upon Executive’s termination of employment unless Executive would be treated as considered to have incurred a separate payment for purposes of application “separation from service” from the Company within the meaning of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” required in order to avoid accelerated taxation and/or tax penalties under Section 409A, such amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s termination of employment shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall instead be paid prior to on the earliest first business day after the date on which it that is permitted six months following Executive’s termination of employment (or upon Executive’s death, if earlier). In addition, for purposes of this Agreement, each amount to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined or benefit to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed provided to be publicly traded on an established securities market, payments determined Executive pursuant to be “nonqualified deferred compensation” payable upon separation from service this Agreement shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions construed as a separate identified payment for purposes of Section 409A. Any payment delayed by reason With respect to expenses eligible for reimbursement under the terms of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement orAgreement, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of such expenses eligible for reimbursement or in-kind benefits provided during one calendar in any taxable year may shall not affect the benefits provided during any other year; expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of such expenses shall be paid made no later than the end of the calendar year following the calendar year in which the Employee incurs such expensesrelated expenses were incurred, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior except, in each case, to the end of said period, and (iii) extent that the right to reimbursement or in-kind benefits does not provide for a “deferral of compensation” within the meaning of Section 409A; provided, however, that with respect to any reimbursements for any taxes to which Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made by the Company no later than the end of the calendar year following the calendar year in which Executive remits the related taxes. Upon the expiration of the applicable Section 409A(a)(2) deferral period, all payments deferred pursuant to this Agreement if it would cause the Agreement or any payment hereunder not shall be paid to be Executive in compliance with Section 409A.a lump sum (less applicable tax withholdings).

Section 409A Compliance. To (i) The intent of the extent applicable, it parties hereto is intended that payments and benefits under this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder (“Section 409A”). This except to the extent exempt as short-term deferrals or otherwise) and, accordingly, to the maximum extent permitted, this Agreement shall be administered interpreted to be in a manner consistent with this intentcompliance therewith. (ii) It is intended that each installment, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly providedif any, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e.payments and benefits, 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right if any, provided to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term Executive under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement 9(f) hereof shall be treated as a separate payment “payment” for purposes of application Section 409A of Section 409A. To the Code. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent that any severance payments come within specifically permitted or required by Section 409 of the definition of “short term deferrals” or “involuntary severance” Code. (iii) All reimbursements and in-kind benefits provided under Section 409Athis Agreement (including without limitation Sections 7(b), such amounts 8(a) and 9(f)(i) herein) shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply made or provided in accordance with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior 409A of the Code to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (extent that such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement reimbursements or in-kind benefits are subject to Section 409A provided under this Agreement or, unless otherwise specified of the Code. All expenses or other reimbursements paid pursuant hereto that are taxable income to Executive shall in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall no event be paid no later than the end of the calendar year next following the calendar year in which the Employee Executive incurs such expensesexpense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, and except as permitted by Section 409A of the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said periodCode, and (iiiA) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to benefit and (B) the contraryamount of expenses eligible for reimbursement, no amendment may be made to this Agreement if it would cause or in-kind benefits provided, during any taxable year shall not affect the Agreement expenses eligible for reimbursement, or any payment hereunder not in-kind benefits to be provided, in compliance with Section 409A.any other taxable year.

Section 409A Compliance. To the extent applicable, it This Agreement is intended that this Agreement to comply with the provisions requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and construed consistently with such intent. The payments to the Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for this purpose each payment shall constitute a “separately identified” amount within the meaning of Treasury Regulation §1.409A-2(b)(2). In the event the terms of this Agreement would subject the Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and the guidance promulgated thereunder (“Section 409A”). This Agreement Executive shall be administered in a manner consistent with cooperate diligently to amend the terms of this intent, and any provision that would cause the Agreement to fail to satisfy Section avoid such 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive Penalties, to the extent permitted possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to the Executive’s “termination of employment,” such term shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A)409A of the Code. Unless otherwise expressly providedNotwithstanding any other provision in this Agreement, if the Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable to the Executive (i) constitutes the payment of compensation by Company nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon the Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to Employeethe six-month anniversary of the Executive’s separation from service, whether such payment shall be delayed until the earlier to occur of (a) the first business day following the six-month anniversary of the separation from service and (b) the date of Executive’s death. Any reimbursement or advancement payable to the Executive pursuant to this Agreement or otherwise, otherwise shall be made no later than conditioned on the 15th day submission by the Executive of all expense reports reasonably required by the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term Company under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409Aapplicable expense reimbursement policy, and shall be interpreted paid to the Executive in accordance therewith. Neither party individually or with the Company’s expense reimbursement policy, but in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to no event later than the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to last day of the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in Executive incurred the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) reimbursable expense. Any amount of the Company at a time when its stock is deemed to be publicly traded on an established securities marketexpenses eligible for reimbursement, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement orbenefit provided, unless otherwise specified in writing, under any Company program or policy, during a calendar year shall be subject to the following rules: (i) not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary benefit pursuant to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement this Agreement or in-kind benefits otherwise shall not be subject to liquidation or exchange for another any other benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A..

Section 409A Compliance. To Premier and I intend that any amounts payable hereunder that could constitute “deferred compensation” within the extent applicable, it is intended that this Agreement comply with the provisions meaning of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement ) will be compliant with Section 409A. If Premier shall be administered in a manner consistent with this intent, and determine that any provision that would cause of this Agreement does not comply with the requirements of Section 409A, Premier shall amend the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties extent necessary (including retroactively) in order to comply with Section 409A (which amendment may be retroactive shall not reduce the amounts payable to the extent permitted by Section 409Ame under this Agreement). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, Premier shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall also have the meaning given discretionary authority to take such term under Section 409A. Each payment and each installment of other actions to correct any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended failures to comply in operation with the requirements of Section 409A409A. Such authority shall include the power to adjust the timing or other details relating to the awards and/or payments described in this Agreement (but not the amounts payable to me under this Agreement) if Premier determines that such adjustments are necessary in order to comply with or become exempt from the requirements of Section 409A. Notwithstanding the foregoing, and to the extent that this Agreement or any payment or benefit (or portion thereof) under this Agreement or the plans referenced herein shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary deemed not to comply with Section 409A. In 409A, then Premier and its Related Companies, the event that Employee is determined to be a “key employee” (as defined Board and determined under Section 409A) Compensation Committee of the Company at Board, and Premier, Inc. and its Related Companies’ shareholders, owners, board members, officers, employees, and their designees and agents shall not be liable to me in any way. However, if and to the extent I incur any Section 409A related excise taxes, penalties or interest charges as a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day result of the seventh (7th) complete calendar month following such termination Company’s breach of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement ornot otherwise consented to by me in writing (e.g., unless otherwise specified with respect to payment timing), then Premier shall reimburse me in writing, under any Company program or policy, shall be subject to the following rules: (i) full for the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect such excise taxes, penalties and interest charges so that I am restored to the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year same position in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall I would have been had Premier’s breach not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.occurred.

Section 409A Compliance. To the extent applicable, it (a) It is intended that any benefits under this Agreement comply with satisfy, to the provisions greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (“Section 409A”). This , provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement shall will be administered construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner consistent that complies with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with 409A. For purposes of Section 409A (which amendment may be retroactive to including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which EmployeeExecutive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each receive any installment of any severance payments provided for under this Agreement (whether severance payments, if any, 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. A termination of employment shall not be deemed to have occurred for purposes of application any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A. To 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed by the Company at the time of a separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any payments or benefits that the Executive becomes entitled to under this Agreement on account of such separation from service are deemed to be “deferred compensation,” then to the extent that delayed commencement of any severance portion of such payments come within or benefits is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the definition of “short term deferrals” or “involuntary severance” related adverse taxation under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and payments shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid provided prior to the earliest of (i) the expiration of the six (6)-month period measured from the date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to of separation from service, (ii) the timing date of payments except the Executive’s death or (iii) such earlier date as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution without the imposition of a waiver and release which may be executed and/or revoked in a calendar year adverse taxation. Upon the first (1st) business day following the calendar year in which the payment event (expiration of such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary period, all payments deferred pursuant to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence this paragraph shall be paid out in a single lump sum at the end sum, and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. (c) With regard to any provision herein that provides for reimbursement of such required delay period in order to catch up to the original payment schedule. All expense reimbursement costs and expenses or in-kind benefits subject to benefits, except as permitted by Section 409A provided under this Agreement or409A, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein , (ii) 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 the contrarybe provided, no amendment may in any other taxable year, and (iii) such payments shall be made to this Agreement if it would cause on or before the Agreement or any payment hereunder not to be last day of the Executive’s taxable year following the taxable year in compliance with Section 409A.which the expense was incurred.

Section 409A Compliance. To the extent applicable, it (A) This Agreement is intended that this Agreement to comply with the provisions requirements of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”)) and regulations promulgated thereunder. This To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments due under this Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). 409A. For purposes of this Agreementsection 409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each each payment and each installment of any severance payments provided for made under this Agreement shall be treated as a separate payment payment. In no event may Executive, directly or indirectly, designate the calendar year of payment. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with Company for purposes of application Section 4.02 of Section 409A. To the extent that any severance payments come within the definition this Agreement unless Executive would be considered to have incurred a “termination of “short term deferralsemployment” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (Company within the meaning of Section 409ATreasury Regulation §1.409A-1(h)(1)(ii). (B) are intended to comply All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerateincluding, offset or assign any such deferred paymentwhere applicable, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event requirement that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of the seventh (7th) complete calendar month following such termination of employmenttime specified in this Agreement), or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one a calendar year may not affect the benefits provided during expenses eligible for reimbursement in any other calendar year; , (iiiii) reimbursements shall the reimbursement of an eligible expense will be paid no later than made on or before the end last day of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said periodexpense is incurred, and (iiiiv) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein . (C) Executive acknowledges that, while the Parties endeavor to the contrary, no amendment may be made to have this Agreement if it would cause comply with the Agreement or requirements of Section 409A, any payment hereunder not to be in compliance with tax liability incurred by Executive under Section 409A.409A is solely the responsibility of Executive.

Section 409A Compliance. To the extent applicable, it (a) This Agreement is intended that this Agreement to comply with the provisions requirements of Section 409A of the Internal Revenue Code and of 1986, as amended (the guidance promulgated thereunder (“Section 409ACode”). This Agreement , and shall be administered in a manner consistent interpreted and construed consistently with this such intent, and any provision that would cause the Agreement . The payments to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether Executive pursuant to this Agreement or otherwise, shall are also intended to be made no later than the 15th day exempt from Section 409A of the third month (i.e.Code to the maximum extent possible, 2½ monthsunder either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right as short-term deferrals pursuant to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409ATreasury regulation §1.409A-1(b)(4). For purposes Notwithstanding any provision of this AgreementAgreement to the contrary, “Separation from Service” shall have in the meaning given to such term under Section 409A. Each payment and each installment of event that the Company determines that any severance payments compensation or benefits payable or provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not may be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” the Code, the Company shall adopt such limited amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company reasonably determines are necessary or appropriate to (within i) exempt the meaning compensation and benefits payable under this Agreement from Section 409A of Section 409Athe Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (ii) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior correct the Agreement to reduce the earliest date on which it is permitted to be paid penalties under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, Code. (b) Any reimbursement payments determined to be “nonqualified deferred compensation” payable upon separation from service shall will be made promptly and in accordance with Company policy; however, in no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall event will reimbursement payments be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no made later than the end of the calendar year following the year in which the Employee incurs such expensesexpense was incurred. The amounts eligible for reimbursement provided in one taxable year will not affect the amounts eligible for reimbursement provided in any other taxable year, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall will not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein . (c) For purposes of Section 409A of the Code, the Executive’s right to the contrary, no amendment may be made receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (d) To the extent any amounts under this Agreement are payable by reference to termination of employment, Date of Termination, or similar terms, such term shall be deemed to refer to a “separation from service,” within the meaning of Section 409A of the Code. (e) Any provision of this Agreement to the contrary notwithstanding, if it would cause at the Agreement or time of the Executive’s separation from service, the Company determines that the Executive is a “specified employee” (within the meaning of Section 409A of the Code), then to the extent any payment hereunder not or benefit that the Executive becomes entitled to under this Agreement on account of such separation from service would be considered nonqualified deferred compensation under Section 409A of the Code, such payment or benefit shall be paid or provided at the date which is the earlier of (i) six months and one day after such separation from service and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in compliance a single sum or in installments in the absence of such delay) shall be paid or provided to the Executive in a lump-sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (f) If the 60-day release timing period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover 60-Day Period”), then any payments subject to Section 409A.409A of the Code that would otherwise occur during the portion of the Crossover 60-Day Period that falls within the first year will be delayed and paid in a lump sum during the portion of the Crossover 60-Day Period that falls within the second year.

Section 409A Compliance. 11.16.1 To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes interpreted in accordance with Internal Revenue Code Section 409A and Department of application of Section 409A. To Treasury regulations and other interpretive guidance issued thereunder. If the extent Company determines that any severance payments come within the definition of “short term deferrals” compensation or “involuntary severance” benefits payable under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall this Agreement do not be subject to the following comply with Code Section 409A compliance requirements. All payments and related Department of “nonqualified deferred compensation” (within Treasury guidance, the meaning of Section 409A) are intended Company and Executive agree to amend this Agreement or take such other actions as the Company deems necessary or appropriate to comply with the requirements of Code Section 409A409A while preserving the economic agreement of the parties. 11.16.2 Notwithstanding any provision to the contrary in this Agreement, and if Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under Section 5.1 or 5.4 of this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of the benefits payable to Executive under Section 5.1 or 5.4 shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall not be paid prior to the earliest earlier of (a) the expiration of the six-month period measured from the date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Executive’s Separation from ServiceService or (b) occurs shall commence payment only in Executive’s death. Upon the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) expiration of the Company at a time when its stock is deemed applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred pursuant to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of this Section 409A. Any payment delayed by reason of the prior sentence 11.16 shall be paid out in a single lump sum at and any remaining payments due under the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefitas otherwise provided herein. Notwithstanding anything herein to the contrary, no amendment may to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Sections 5.1 or 5.4 herein shall be made in reliance upon Treas. Reg. Section 1.409A-1(b)(9) (Separation Pay Plans) or Treas. Reg. Section 1.409A-1(b)(4) (Short-Term Deferrals) and such amounts shall not be delayed pursuant to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.11.16.2.

Section 409A Compliance. To the extent applicable, it (a) This Agreement is intended that this Agreement to comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (“Section 409A”), or an exemption thereunder. This Agreement shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement to the contrary, payments provided under this Agreement may only be made upon an event and in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply complies with Section 409A (which amendment or an applicable exemption. Any payments under this Agreement that may be retroactive excluded from Section 409A either as separation pay due to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month an involuntary separation from service (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., including a voluntary separation from service for good reason that is not subject to a “substantial risk of forfeiture” considered an involuntary separation for purposes of Code the separation pay exception under Treasury Regulation 1.409A-1(n)(2)) or as a short-term deferral shall be excluded from Section 409A)409A to the maximum extent possible. For purposes of this AgreementSection 409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments payment provided for under this Agreement shall be treated as a separate payment for purposes payment. Any payments to be made under this Agreement upon a termination of application employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A. (b) Notwithstanding any other provision of this Agreement, if at the time of the Executive's termination of employment, the Executive is a "specified employee", determined in accordance with Section 409A, any payments and benefits provided under this Agreement that constitute "nonqualified deferred compensation" subject to Section 409A (e.g., payments and benefits that do not qualify as a short-term deferral or as a separation pay exception) that are provided to the Executive on account of the Executive’s separation from service shall not be paid until the first payroll date to occur following the six-month anniversary of the Executive's termination date ("Specified Employee Payment Date"). The aggregate amount of any payments that would otherwise have been made during such six-month period shall be paid in a lump sum on the Specified Employee Payment Date without interest and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. If the Executive dies during the six-month period, any delayed payments shall be paid to the Executive's estate in a lump sum upon the Executive's death. (c) To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under required by Section 409A, such amounts each reimbursement or in-kind benefit provided under this Agreement shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply provided in accordance with the requirements following: (1) the amount of Section 409Aexpenses eligible for reimbursement, and shall or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be interpreted provided, in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount other calendar year; (2) any reimbursement of an eligible expense shall be paid prior to the earliest date Executive on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to or before the timing last day of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a the calendar year following the calendar year in which the payment event expense was incurred; and (such as Separation from Service3) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary any right to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement reimbursements or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein . (d) In the event the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of the Executive’s separation from service, then to the contrary, no amendment may be made extent any payment or benefit that the Executive becomes entitled to under this Agreement if it on account of the Executive’s separation from service would cause be considered deferred compensation subject to Section 409A as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six months and one day after the Executive’s separation from service, or (ii) the Executive’s death (the “Six Month Delay Rule”). (1) For purposes of this subparagraph, amounts payable under the Agreement or should not provide for a deferral of compensation subject to Section 409A to the extent provided in Treasury Regulation Section 1.409A-1(b)(4) (e.g., short-term deferrals), Treasury Regulation Section 1.409A-1(b)(9) (e.g., separation pay plans, including the exception under subparagraph (iii)), and other applicable provisions of the Treasury Regulations. (2) To the extent that the Six Month Delay Rule applies to payments otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of the Six Month Delay Rule, and the balance of the installments shall be payable in accordance with their original schedule. (3) To the extent that the Six Month Delay Rule applies to the provision of benefits (including, but not limited to, life insurance and medical insurance), such benefit coverage shall nonetheless be provided to the Executive during the first six months following his separation from service (the “Six Month Period”), provided that, during such Six-Month Period, the Executive pays to the Company, on a monthly basis in advance, an amount equal to the Monthly Cost (as defined below) of such benefit coverage. The Company shall reimburse the Executive for any payment hereunder such payments made by the Executive in a lump sum not later than 30 days following the sixth month anniversary of the Executive’s separation from service. For purposes of this subparagraph, “Monthly Cost” means the minimum dollar amount which, if paid by the Executive on a monthly basis in advance, results in the Executive not being required to recognize any federal income tax on receipt of the benefit coverage during the Six Month Period. (e) The parties intend that this Agreement will be administered in accordance with Section 409A. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A.409A, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. (f) The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, such Section.

Section 409A Compliance. To the extent applicable, it It is intended that all compensation payable pursuant to this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intentare exempt from or, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to alternatively, comply with Section 409A (which amendment may be retroactive to the extent permitted by and any legally binding guidance promulgated under Section 409A, including, without limitation, the Final Treasury Regulations). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to and this Agreement will be interpreted, administered and operated accordingly. In the event that any provision of this Agreement is inconsistent with Section 409A or otherwisesuch guidance, then the applicable provisions of Section 409A shall be made supersede such inconsistent provision. Notwithstanding the foregoing, in no later than the 15th day event will any of Company, its parent, its or their respective subsidiaries, affiliates, or officers, directors, employees, or agents have any liability for failure of the third month (i.e., 2½ months) after the later form of this Agreement to be exempt from or comply with Section 409A and none of the end foregoing guarantees that the form of the calendar year this Agreement is exempt from or the Company’s fiscal year in which Employeecomplies with Code Section 409A. For all purposes under Section 409A, Executive’s right to such payment vests (i.e., is not subject receive any payments pursuant to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a right to receive a separate and distinct payment, and any payments to be made in installments shall be deemed to be a series of separate payments. Whenever a payment for purposes under this Agreement specifies a payment period with reference to a number of application days, the actual date of Section 409A. To the extent that any severance payments come payment within the definition specified period shall be within the sole discretion of Company. A “short term deferralstermination of employment” or under this Agreement shall mean a “involuntary severanceseparation from service” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign 409A. Notwithstanding any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) provisions of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may to the extent the that Section 409A would cause an adverse tax consequence to the Participant, a Change in Control shall not be made deemed to occur for purposes of this Agreement if it would cause unless the Agreement Change in Control meets the definition ascribed to the phrase “Change in the Ownership or any payment hereunder not Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation” under Treasury Department Regulation 1.409A-3(i)(5), as revised from time to be time in compliance with Section 409A.either subsequent regulations or other guidance.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to EmployeeExecutive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which EmployeeExecutive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” ”) for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). For purposes of this Agreement, termination of employment shall be deemed to occur only upon “Separation separation from Serviceservice” shall have the meaning given to as such term is defined under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within amounts payable by the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject Company to the following Section 409A compliance requirements. All payments of Executive constitute “nonqualified deferred compensation” (within the meaning of Section 409A) such payments are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee 409A, including a six (6) month delay of termination payments made to specified employees of a public company, to the extent then applicable. Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies payments which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Servicetermination of employment) occurs shall commence payment only in the such following calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee Executive incurs such expenses, and the Employee Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Code Section 409A.

Section 409A Compliance. To the extent applicable, it This Agreement is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment of the Code or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be retroactive excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)possible. For purposes of this AgreementSection 409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments payment provided for under this Agreement shall be treated as a separate payment for purposes payment. Any payments to be made under this Agreement upon a termination of application of employment shall only be made upon a "separation from service" under Section 409A. To Notwithstanding the extent foregoing, the Company makes no representations that any severance the payments come within the definition of “short term deferrals” or “involuntary severance” and benefits provided under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance requirements. All payments with Section 409A. Notwithstanding any other provision of “this Agreement, if any payment or benefit provided to you in connection with your termination of employment is determined to constitute "nonqualified deferred compensation” (" within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which you are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key "specified employee” (" as defined and determined under in Section 409A) 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Company at a time when its stock is deemed to be publicly traded on an established securities market, date of termination (the "Specified Employee Payment Date"). The aggregate of any payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) that would otherwise have been paid before the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence Specified Employee Payment Date shall be paid out to you in a single lump sum at on the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement orSpecified Employee Payment Date and thereafter, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements remaining payments shall be paid no later than the end of the calendar year following the year without delay in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance accordance with Section 409A.their original schedule.

Section 409A Compliance. To the extent applicable, it (i) It is intended that any amounts payable under this Agreement shall either be exempt from or comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (including the Treasury regulations and the other published guidance promulgated thereunder relating thereto) (“Code Section 409A”). This ) so as not to subject the Executive to payment of any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax, penalty or interest imposed by Code Section 409A, this Agreement shall be administered in a manner consistent modified to avoid such additional tax, penalty or interest yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. In no event shall the Company, any member of the Board, or any employee, agent or other service provider have any liability to the Executive for any tax, fine or penalty associated with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties failure to comply with the requirements of Code Section 409A. Nothing in this Agreement shall be construed as a guarantee of any particular tax treatment to the Executive. Executive shall be solely responsible for the tax consequences with respect to all amounts payable under this Agreement, and in no event shall the Company have any responsibility or liability if this Agreement does not meet any applicable requirements of Code Section 409A. The provisions of this Section 13 shall apply to all payments under this Agreement, notwithstanding any contrary provision herein. (ii) To the extent a payment or benefit is nonqualified deferred compensation subject to Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly providedand, for purposes of any payment such provision of compensation by Company to Employeethis Agreement, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject references to a “substantial risk termination,” “termination of forfeitureemployment” for or like terms shall mean “separation from service.” For purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given Executive’s right to such term under Section 409A. Each payment and each receive any installment of any severance payments provided for under pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment for purposes under this Agreement specifies a payment period with reference to a number of application days (e.g., “payment shall be made within thirty (30) days following the date of Section 409A. To termination”), the extent that any severance payments come actual date of payment within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts specified period shall be excluded within the sole discretion of the Company. If Executive is deemed on the date of a “separation from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensationservice” (within the meaning of Code Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key specified employee” (as defined and determined within the meaning of that term under Section 409A409A(a)(2)(B) of the Code and determined using any identification methodology and procedure selected by the Company at a from time when its stock to time, or, if none, the default methodology and procedure specified under Code Section 409A), then with regard to any payment or the provision of any benefit that is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon within the meaning of Code Section 409A and which is paid as a result of Executive’s “separation from service service,” such payment or benefit shall not be made no or provided prior to the date which is the earlier than of (iA) the first day expiration of the seventh six (7th) complete calendar month following 6)-month period measured from the date of such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason “separation from service” of the prior sentence Executive, and (B) the 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 absence of such delay) shall be paid out or reimbursed to the Executive in a single lump sum at sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the end normal payment dates specified for them herein. If any payment or benefit subject to Section 409A is contingent on the delivery of such required delay period a release by the Executive and could occur in order either of two calendar years, the payment will occur in the later year. (iii) With regard to catch up to the original payment schedule. All expense any provision herein that provides for reimbursement of costs and expenses or in-kind benefits subject to benefits, except as permitted by Code Section 409A provided under this Agreement or409A, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein ; (ii) 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, provided, that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Internal Revenue Code solely because such expenses are subject to a limit related to the contrary, no amendment may period the arrangement is in effect; and (iii) such payments shall be made to this Agreement if it would cause on or before the Agreement or any payment hereunder not to be last day of the Executive’s taxable year following the taxable year in compliance with Section 409A.which the expense was incurred.

Section 409A Compliance. To the extent applicable, it (a) This Agreement is intended that this Agreement to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated and other official guidance promulgated issued thereunder (collectively, “Section 409A”). This ) or to qualify for an exemption thereunder, and this Agreement shall be construed and administered consistent with such intent. Notwithstanding any other provision of this Agreement to the contrary, payments provided under this Agreement may only be made upon an event and in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply complies with Section 409A (which amendment or an applicable exemption. Any payments under this Agreement that may be retroactive excluded from Section 409A either as separation pay due to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month an involuntary separation from service (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., including a voluntary separation from service for good reason that is not subject to a “substantial risk of forfeiture” considered an involuntary separation for purposes of Code the separation pay exception under Treasury Regulation Section 409A1.409A-1(n)(2)) or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of this AgreementSection 409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments payment provided for under this Agreement shall be treated as a separate payment for purposes payment. Any payments to be made under this Agreement upon a termination of application employment shall only be made if such termination of Section 409A. To the extent that any severance payments come within the definition of employment constitutes a “short term deferrals” or “involuntary severanceseparation from service” under Section 409A409A. Notwithstanding the foregoing, such amounts the Company makes no representations that the payments and benefits provided under this Agreement comply with or qualify for an exemption from Section 409A and in no event shall the Company be excluded from liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A. (b) Notwithstanding any other provision of this Agreement, if at the time of the Executive’s termination of employment, the Executive is a “deferred compensation” as allowed under specified employee”, determined in accordance with Section 409A, any payments and shall not be subject to the following Section 409A compliance requirements. All payments of benefits provided under this Agreement that constitute “nonqualified deferred compensation” subject to Section 409A (within e.g., payments and benefits that do not qualify as a short-term deferral or as a separation pay exception) that are provided to the meaning Executive on account of Section 409Athe Executive’s separation from service shall not be paid until the first payroll date to occur following the six-month anniversary of the Executive’s termination date (“Specified Employee Payment Date”). The aggregate amount of any payments that would otherwise have been made during such six-month period shall be paid in a lump sum on the Specified Employee Payment Date without interest and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. If the Executive dies during the six-month period, any delayed payments shall be paid to the Executive’s estate in a lump sum upon the Executive’s death. (c) are intended to comply with To the requirements of extent required by Section 409A, and each reimbursement or in-kind benefit provided under this Agreement shall be interpreted provided in accordance therewith. Neither party individually with the following: (1) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount other calendar year; (2) any reimbursement of an eligible expense shall be paid prior to the earliest date Executive on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to or before the timing last day of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a the calendar year following the calendar year in which the payment event expense was incurred; and (such as Separation from Service3) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary any right to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement reimbursements or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A..

Section 409A Compliance. (i) To the extent applicable, it the intent of the parties is intended that payments and benefits under this Agreement comply with the provisions of Section 409A of the Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”). This ) and, accordingly, to the maximum extent permitted, this Agreement shall be administered interpreted to be in a manner consistent with this intent, and compliance therewith. To the extent that any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company Group be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which amendment may be retroactive is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent permitted by required under Code Section 409A). Unless otherwise expressly provided409A. Upon the expiration of the foregoing delay period, any payment of compensation by Company to Employee, whether all payments and benefits delayed pursuant to this Agreement Section 21(b)(ii) (whether they would have otherwise been payable in a single sum or otherwise, in installments in the absence of such delay) shall be made no later than paid or reimbursed to the 15th day of Executive in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the third month normal payment dates specified for them herein. (i.e., 2½ monthsiii) after To the later of the end of the calendar year extent that reimbursements or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a other in-kind benefits under this Agreement constitute “substantial risk of forfeiturenonqualified deferred compensation” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement (A) all expenses or other reimbursements hereunder shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” made on or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to last day of the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar taxable year following the calendar taxable year in which such expenses were incurred by the payment event Executive, (such as Separation from ServiceB) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes of Code Section 409A, the Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (v) Notwithstanding anything herein any other provision of this Agreement to the contrary, in no amendment may be made to event shall any payment or benefit under this Agreement if it would cause the Agreement or that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any payment hereunder not to be in compliance with other amount unless otherwise permitted by Code Section 409A.

Section 409A Compliance. To the extent applicable, it is intended that All payments under this Agreement are intended to comply with or be exempt from the provisions requirements of Section 409A of the Internal Revenue Code and the guidance regulations promulgated thereunder (“Section 409A”). This Agreement shall be administered As used in a manner consistent with this intentAgreement, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by “Code” means the parties to comply with Section 409A (which amendment may be retroactive to Internal Revenue Code of 1986, as amended. To the extent permitted by under applicable regulations and/or other guidance of general applicability issued pursuant to Section 409A). Unless otherwise expressly provided, any payment of compensation by the Company reserves the right to Employee, whether pursuant to modify this Agreement to conform with any or otherwise, all relevant provisions regarding compensation and/or benefits so that such compensation and benefits are exempt from the provisions of 409A and/or otherwise comply with such provisions so as to avoid the tax consequences set forth in Section 409A and to assure that no payment or benefit shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a an “substantial risk of forfeitureadditional tax” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within provision in this Agreement is ambiguous as to its compliance with Section 409A, or to the definition of “short term deferrals” or “involuntary severance” under extent any provision in this Agreement must be modified to comply with Section 409A, such amounts provision shall be excluded from “deferred compensation” as allowed under Section 409A, and read in such a manner so that no payment due to the Executive shall not be subject to the following Section 409A compliance requirements. All payments of an “nonqualified deferred compensationadditional tax” (within the meaning of Section 409A409A(a)(1)(B) are intended of the Code. If necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” any payment on account of the Executive’s separation from service that would otherwise be due hereunder within six (6) months after such separation shall be delayed until the first business day of the seventh month following the date of termination of employment and the first such payment shall include the cumulative amount of any payments (without interest) that would have been paid prior to such date if not for such restriction. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of payment. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerateincluding, offset or assign any such deferred paymentwhere applicable, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event requirement that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) any reimbursement is for expenses incurred during the first day Executive’s lifetime (or during a shorter period of the seventh (7th) complete calendar month following such termination of employmenttime specified in this Agreement), or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one a calendar year may not affect the benefits provided during expenses eligible for reimbursement in any other calendar year; , (iiiii) reimbursements shall the reimbursement of an eligible expense will be paid no later than made on or before the end last day of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said periodexpense is incurred, and (iiiiv) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of Section 10 unless the Executive would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). In no amendment event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be made imposed on the Executive by Section 409A or damages for failing to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance comply with Section 409A.

Section 409A Compliance. To The Award and the extent applicable, it is intended that Shares and amounts payable under this Agreement are intended to comply with or be exempt from the provisions requirements of Section 409A so as to prevent the inclusion in gross income of any benefits accrued hereunder in a taxable year prior to the Internal Revenue Code and taxable year or years in which such amount would otherwise be actually distributed or made available to the guidance promulgated thereunder (“Section 409A”)Participant. This The Agreement shall be administered and interpreted to the extent possible in a manner consistent with this that intent, and . Notwithstanding any other provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, if a Participant is a “Separation from Servicespecified employee” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended , no payments in respect of any Award or RSU that is “deferred compensation” subject to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to which would otherwise be payable upon the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation Participant’s “separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employeeservice” (as defined and determined under in Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) to such Participant prior to the first day date that is six months after the date of the seventh (7th) complete calendar Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six month following delay, all such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall payments will be paid out in a single lump sum at on the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to earliest date permitted under Section 409A provided that is also a business day. To the extent any payment under this Award is conditioned on the effectiveness of a release of claims and the period Participant is afforded to consider the release spans two calendar years, payment will be made in the second calendar year. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment made under this Agreement oras an amount includible in gross income under Section 409A. Notwithstanding any contrary provision of the Plan or this Agreement (including, unless otherwise specified in writingwithout limitation, under any Company program or policySections 9(b)(iii) and 9(b)(v) of the Plan), shall the delivery of Shares hereunder may only be subject accelerated to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with extent permitted under Section 409A.

Section 409A Compliance. To the extent applicable, it This Agreement is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment of the Code or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be retroactive excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)possible. For purposes of this AgreementSection 409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments payment provided for under this Agreement shall be treated as a separate payment for purposes payment. Any payments to be made under this Agreement upon a termination of application of Section 409A. To the extent that any severance payments come within the definition of employment shall only be made upon a “short term deferrals” or “involuntary severanceseparation from service” under Section 409A409A. Notwithstanding the foregoing, such amounts shall be excluded from “deferred compensation” as allowed the Bank makes no representations that the payments and benefits provided under Section 409A, and shall not be subject to the following this Agreement comply with Section 409A and in no event shall the Bank be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance requirements. All payments with Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to you in connection with your termination of employment is determined to constitute “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which you are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key specified employee” (as defined and determined under in Section 409A) 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Company at a time when its stock is deemed to be publicly traded on an established securities market, date of termination (the “Specified Employee Payment Date”). The aggregate of any payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) that would otherwise have been paid before the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence Specified Employee Payment Date shall be paid out to you in a single lump sum at on the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement orSpecified Employee Payment Date and thereafter, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements remaining payments shall be paid no later than the end of the calendar year following the year without delay in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance accordance with Section 409A.their original schedule.

Section 409A Compliance. To the extent applicableThe following rules shall apply, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A)necessary, with respect to distribution of the payments and benefits, if any, to be provided to the Executive under this Agreement. Unless otherwise expressly providedSubject to the provisions in this Section, any payment of compensation by Company to Employee, whether the severance payments pursuant to this Agreement or otherwise, shall be made no later than begin only upon the 15th day date of the third month Executive's “separation from service” (i.e., 2½ monthsdetermined as set forth below) which occurs on or after the later date of the end Executive's termination of employment. (a) This Agreement is intended to comply with Code Section 409A (to the calendar year or extent applicable) and the parties hereto agree to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply therewith and without resulting in any increase in the amounts owed hereunder by the Company’s fiscal year in which Employee’s right to such payment vests . (i.e., b) It is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and intended that each installment of any the severance payments and benefits provided for under this Agreement shall be treated as a separate payment “payment” for purposes of application Section 409 A of the Internal Revenue Code of 1986, as amended, and the guidance issued thereunder (“Section 409A”). Neither the Executive nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) If, as of the date of the Executive's “separation from service” from the Company, the Executive is not a “specified employee” (within the meaning of Section 409A. To 409 A), then each installment of the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts and benefits shall be excluded made on the dates and terms set forth in this Agreement. (d) If, as of the date of the Executive's “separation from service” from the Company, the Executive is a “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensationspecified employee” (within the meaning of Section 409A), then: (i) Each installment of the severance payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-l(b)(4) to the maximum extent permissible under Section 409A; and (ii) Each installment of the severance payments and benefits due under this Agreement that is not described in Section 7(d)(i) above and that would, absent this subsection, be paid within the six-month period following the Executive's “separation from service” from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive's death), with any such installments that are intended required to comply be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive's separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1 (b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-l(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the separation from service occurs. (e) The determination of whether and when the Executive's separation from service from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-l(h). Solely for purposes of this Section, “Company” shall include all persons with whom the Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-l(h)(3). (f) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior 409A to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (extent that such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement reimbursements or in-kind benefits are subject to Section 409A provided under this Agreement or409A, unless otherwise including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive's lifetime (or during a shorter period of time specified in writingthis Agreement), under any Company program or policy, shall be subject to the following rules: (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during one a calendar year may not affect the benefits provided during expenses eligible for reimbursement in any other calendar year; , (iiiii) reimbursements shall the reimbursement of an eligible expense will be paid no later than made on or before the end last day of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, expense is incurred and (iiiiv) the right to reimbursement or in-kind benefits shall is not be subject to set off or liquidation or exchange for another any other benefit. . (g) Notwithstanding anything herein to the contrary, the Company shall have no amendment may be made liability to the Executive or to any other person if the payments and benefits provided in this Agreement if it would cause the Agreement or any payment hereunder not that are intended to be in compliance exempt from or compliant with Section 409A.409A are not so exempt or compliant.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by the Company to Employeethe Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th fifteenth (15th) day of the third (3rd) month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employeethe Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any bonus or severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within amounts payable by the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject Company to the following Section 409A compliance requirements. All payments of Executive constitute “nonqualified deferred compensation” (within the meaning of Section 409A) such payments are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee the Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee the Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (ia) the first (1st) day of the seventh (7th) complete calendar month following such termination of employment, or (iib) Employeethe Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee Executive incurs such expenses, and the Employee Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iv) the expenses must be incurred, or in-kind benefits provided, during the lifetime of the Executive, unless this Agreement or a Company program or policy provides a shorter period. Notwithstanding anything herein The Executive shall be responsible for the payment of all taxes applicable to payments or benefits received from the Company. It is the intent of the Company that the provisions of this Agreement and all other plans and programs sponsored by the Company be interpreted to comply in all respects with Section 409A; provided, however, the Company shall have no liability to the contraryExecutive, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not successor or beneficiary thereof, in the event taxes, penalties or excise taxes may ultimately be determined to be in compliance with Section 409A.applicable to any payment or benefit received by the Executive or any successor or beneficiary thereof.

Section 409A Compliance. To (i) The intent of the extent applicable, it parties is intended that payments and benefits under this Agreement comply with the provisions of Section 409A of the Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”). This ) and, accordingly, to the maximum extent permitted, this Agreement shall be administered interpreted to be in a manner consistent with this intent, and compliance therewith. To the extent that any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Employee by Code Section 409A or damages for failing to comply with Code Section 409A. (ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which amendment may be retroactive is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Employee, and (B) the date of the Employee’s death, to the extent permitted by required under Code Section 409A). Unless otherwise expressly provided409A. Upon the expiration of the foregoing delay period, any payment of compensation by Company to Employee, whether all payments and benefits delayed pursuant to this Agreement Section 21(b)(ii) (whether they would have otherwise been payable in a single sum or otherwise, in installments in the absence of such delay) shall be made no later than paid or reimbursed to the 15th day of Employee in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the third month normal payment dates specified for them herein. (i.e., 2½ monthsiii) after To the later of the end of the calendar year extent that reimbursements or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a other in-kind benefits under this Agreement constitute “substantial risk of forfeiturenonqualified deferred compensation” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement (A) all expenses or other reimbursements hereunder shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” made on or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to last day of the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar taxable year following the calendar taxable year in which such expenses were incurred by the payment event Employee, (such as Separation from ServiceB) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes of Code Section 409A, the Employee’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (v) Notwithstanding anything herein any other provision of this Agreement to the contrary, in no amendment may be made to event shall any payment or benefit under this Agreement if it would cause the Agreement or that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any payment hereunder not to be in compliance with other amount unless otherwise permitted by Code Section 409A.

Section 409A Compliance. To the extent applicable, it (a) This Agreement is intended that this Agreement to comply with the provisions requirements of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”)) and regulations promulgated thereunder. This Agreement shall be administered in a manner consistent with this intent, and To the extent that any provision that would cause the in this Agreement is ambiguous as to fail to satisfy its compliance with Section 409A shall have no force and effect until amended by or to the parties extent any provision in this Agreement must be modified to comply with Section 409A (including, without limitation, Treasury Regulation 1.409A-3(c)), such provision shall be read, or shall be modified (with the mutual consent of the parties, which amendment consent shall not be unreasonably withheld), as the case may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly providedbe, any payment of compensation by Company to Employee, whether pursuant to in such a manner so that all payments due under this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code comply with Section 409A). 409A. For purposes of this Agreementsection 409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each each payment and each installment of any severance payments provided for made under this Agreement shall be treated as a separate payment for purposes payment. In no event may Indemnitee, directly or indirectly, designate the calendar year of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” payment. (b) All reimbursements provided under Section 409A, such amounts this Agreement shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply made or provided in accordance with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerateincluding, offset or assign any such deferred paymentwhere applicable, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event requirement that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day any reimbursement is for expenses incurred during Indemnitee’s lifetime (or during a shorter period of the seventh (7th) complete calendar month following such termination of employmenttime specified in this Agreement), or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one a calendar year may not affect the benefits provided during expenses eligible for reimbursement in any other calendar year; , (iiiii) reimbursements shall the reimbursement of an eligible expense will be paid no later than made on or before the end last day of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said periodexpense is incurred, and (iiiiv) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A..

Section 409A Compliance. To the extent applicable, it This Agreement is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be retroactive excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)possible. For purposes of this AgreementSection 409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments payment provided for under this Agreement shall be treated as a separate payment for purposes payment. Any payments to be made under this Agreement upon a termination of application employment shall only be made upon a “separation from service” under Section 409A to the extent required to avoid a violation of Section 409A. To Notwithstanding the extent foregoing, neither the Employer nor any Affiliate makes any representation that any severance the payments come within the definition of “short term deferrals” or “involuntary severance” and benefits provided under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under this Agreement comply with Section 409A, and in no event shall not the Employer or any Affiliate be subject liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the following Section 409A compliance requirements. All payments Executive in connection with Executive’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of termination or if sooner the date of Executive’s death (the “Specified Employee Payment Date”) to the extent required for compliance with Section 409A. The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Executive (or Executive’s beneficiary) in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. Any payment under Section 4 of this Agreement that is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and that is subject to the Release becoming effective, and that would otherwise be paid in the first 30 days after Executive’s termination date shall be interpreted paid, if at all, on such 30th day and any remaining payments shall be made in accordance therewithwith their original schedule. Neither party individually Payments with respect to reimbursements of expenses or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount in-kind benefits shall be paid prior to or provided in accordance with the earliest date on which it is permitted to Employer’s applicable policy or benefit plan, but in all events reimbursements shall be paid under Section 409A and Employee shall have no discretion with respect to later than the timing last day of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a the calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee relevant expense is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment scheduleincurred. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during provision in any other calendar year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A..

Section 409A Compliance. To The intent of the extent applicable, it parties is intended that payments and benefits under this Award Agreement comply with the provisions of Section 409A of the Internal Revenue Code and of 1986, as amended (the guidance promulgated thereunder (“Section 409ACode”). This ) to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Award Agreement shall be interpreted and be administered to be in a manner consistent with this intentcompliance therewith. Notwithstanding anything contained herein to the contrary, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by required in order to avoid accelerated taxation and/or tax penalties under Section 409A)409A of the Code, the Participant shall not be considered to have terminated employment or service for purposes of this Award Agreement until the Participant would be considered to have incurred a “separation from service” within the meaning of Section 409A of the Code. Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to Any payments described in this Award Agreement or the Plan that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, payment shall be made no later than in accordance with Exhibit A, notwithstanding any provision for accelerated vesting under the 15th day Plan. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the third month (i.e.Code, 2½ months) after the later no Change of the end of the calendar year or the Company’s fiscal year Control shall be deemed to have occurred unless it constitutes a change in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term control event under Section 409A. Each payment and each installment of any severance payments provided for under Notwithstanding anything to the contrary in this Award Agreement shall be treated as a separate payment for purposes of application of Section 409A. To or the Plan, to the extent that any severance payments come within the definition of RSUs are payable to a “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensationspecified employee” (within the meaning of Section 409A409A of the Code) are intended to comply with upon a separation from service and such payment would result in the requirements imposition of Section 409A, and shall be interpreted in accordance therewith. Neither party individually any individual penalty tax or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid late interest charges imposed under Section 409A of the Code, the settlement and Employee payment of such awards shall have no discretion with respect instead be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). To the extent required to the timing of payments except as permitted avoid accelerated taxation and/or tax penalties under Section 409A. Any payments to which Section 409A applies which are subject to of the Code, if a period specified for execution of a waiver release of claims begins in one taxable year and release which may be executed and/or revoked ends in a calendar year following second taxable year, the calendar year in which settlement or payment of the payment event (such as Separation from Service) occurs awards shall commence payment only occur in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other second taxable year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A..

Section 409A Compliance. To the extent applicable, it (a) This Agreement is intended that this Agreement to comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (“Section 409A”), or an exemption thereunder. This Agreement shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement to the contrary, payments provided under this Agreement may only be made upon an event and in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply complies with Section 409A (which amendment or an applicable exemption. Any payments under this Agreement that may be retroactive excluded from Section 409A either as separation pay due to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month an involuntary separation from service (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., including a voluntary separation from service for good reason that is not subject to a “substantial risk of forfeiture” considered an involuntary separation for purposes of Code the separation pay exception under Treasury Regulation 1.409A-1(n)(2)) or as a short-term deferral shall be excluded from Section 409A)409A to the maximum extent possible. For purposes of this AgreementSection 409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments payment provided for under this Agreement shall be treated as a separate payment for purposes payment. Any payments to be made under this Agreement upon a termination of application employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A. (b) Notwithstanding any other provision of this Agreement, if at the time of the Executive's termination of employment, the Executive is a "specified employee", determined in accordance with Section 409A, any payments and benefits provided under this Agreement that constitute "nonqualified deferred compensation" subject to Section 409A (e.g., payments and benefits that do not qualify as a short-term deferral or as a separation pay exception) that are provided to the Executive on account of the Executive’s separation from service shall not be paid until the first payroll date to occur following the six-month anniversary of the Executive's termination date ("Specified Employee Payment Date"). The aggregate amount of any payments that would otherwise have been made during such six-month period shall be paid in a lump sum on the Specified Employee Payment Date without interest and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. If the Executive dies during the six-month period, any delayed payments shall be paid to the Executive's estate in a lump sum upon the Executive's death. (c) To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under required by Section 409A, such amounts each reimbursement or in-kind benefit provided under this Agreement shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply provided in accordance with the requirements following: (i) the amount of Section 409Aexpenses eligible for reimbursement, and shall or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be interpreted provided, in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount other calendar year; (ii) any reimbursement of an eligible expense shall be paid prior to the earliest date Executive on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to or before the timing last day of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a the calendar year following the calendar year in which the payment event expense was incurred; and (such as Separation from Serviceiii) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary any right to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement reimbursements or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein . (d) In the event the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of the Executive’s separation from service, then to the contrary, no amendment may be made extent any payment or benefit that the Executive becomes entitled to under this Agreement if it on account of the Executive’s separation from service would cause be considered deferred compensation subject to Section 409A as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six months and one day after the Executive’s separation from service, or (ii) the Executive’s death (the “Six Month Delay Rule”). (i) For purposes of this subparagraph, amounts payable under the Agreement or should not provide for a deferral of compensation subject to Section 409A to the extent provided in Treasury Regulation Section 1.409A-1(b)(4) (e.g., short-term deferrals), Treasury Regulation Section 1.409A-1(b)(9) (e.g., separation pay plans, including the exception under subparagraph (iii)), and other applicable provisions of the Treasury Regulations. (ii) To the extent that the Six Month Delay Rule applies to payments otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of the Six Month Delay Rule, and the balance of the installments shall be payable in accordance with their original schedule. (iii) To the extent that the Six Month Delay Rule applies to the provision of benefits (including, but not limited to, life insurance and medical insurance), such benefit coverage shall nonetheless be provided to the Executive during the first six months following his separation from service (the “Six Month Period”), provided that, during such Six-Month Period, the Executive pays to the Company, on a monthly basis in advance, an amount equal to the Monthly Cost (as defined below) of such benefit coverage. The Company shall reimburse the Executive for any payment hereunder such payments made by the Executive in a lump sum not later than 30 days following the sixth month anniversary of the Executive’s separation from service. For purposes of this subparagraph, “Monthly Cost” means the minimum dollar amount which, if paid by the Executive on a monthly basis in advance, results in the Executive not being required to recognize any federal income tax on receipt of the benefit coverage during the Six Month Period. (e) The parties intend that this Agreement will be administered in accordance with Section 409A. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A.409A, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. (f) The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, such Section.

Section 409A Compliance. To the extent applicable, it (a) This Agreement is intended that this Agreement to comply with the provisions requirements of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”)) and regulations promulgated thereunder. This Agreement shall be administered in a manner consistent with this intent, and To the extent that any provision that would cause the in this Agreement is ambiguous as to fail to satisfy its compliance with Section 409A shall have no force and effect until amended by or to the parties extent any provision in this Agreement must be modified to comply with Section 409A (including, without limitation, Treasury Regulation 1.409A-3(c)), such provision shall be read, or shall be modified (with the mutual consent of the parties, which amendment consent shall not be unreasonably withheld), as the case may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly providedbe, any payment of compensation by Company to Employee, whether pursuant to in such a manner so that all payments due under this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code comply with Section 409A). 409A. For purposes of this Agreementsection 409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each each payment and each installment of any severance payments provided for made under this Agreement shall be treated as a separate payment for purposes payment. In no event may Indemnitee, directly or indirectly, designate the calendar year of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” payment. (b) All reimbursements provided under Section 409A, such amounts this Agreement shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply made or provided in accordance with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerateincluding, offset or assign any such deferred paymentwhere applicable, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event requirement that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day any reimbursement is for expenses incurred during Indemnitee’s lifetime (or during a shorter period of the seventh (7th) complete calendar month following such termination of employmenttime specified in this Agreement), or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one a calendar year may not affect the benefits provided during expenses eligible for reimbursement in any other calendar year; , (iiiii) reimbursements shall the reimbursement of an eligible expense will be paid no later than made on or before the end last day of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said periodexpense is incurred, and (iiiiv) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.BRG

Section 409A Compliance. To the extent applicable, it This Agreement is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be retroactive excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)possible. For purposes of this AgreementSection 409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments payment provided for under this Agreement shall be treated as a separate payment for purposes payment. Any payments to be made under this Agreement upon a termination of application employment shall only be made upon a “separation from service” under Section 409A to the extent required to avoid a violation of Section 409A. To Notwithstanding the extent foregoing, neither the Employer nor any Affiliate makes any representation that any severance the payments come within the definition of “short term deferrals” or “involuntary severance” and benefits provided under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under this Agreement comply with Section 409A, and in no event shall not the Employer or any Affiliate be subject liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the following Section 409A compliance requirements. All payments Executive in connection with Executive’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of termination or if sooner the date of Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Executive (or Executive’s beneficiary) in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. Any payment under Section 4 of this Agreement that is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and that is subject to the Release becoming effective, and that would otherwise be paid in the first 30 days after Executive’s termination date shall be interpreted paid, if at all, on such 30th day and any remaining payments shall be made in accordance therewithwith their original schedule. Neither party individually Payments with respect to reimbursements of expenses or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount in-kind benefits shall be paid prior to or provided in accordance with the earliest date on which it is permitted to Employer’s applicable policy or benefit plan, but in all events reimbursements shall be paid under Section 409A and Employee shall have no discretion with respect to later than the timing last day of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a the calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee relevant expense is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment scheduleincurred. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during provision in any other calendar year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A..

Section 409A Compliance. To the extent applicable, it is intended that All payments under this Agreement are intended to comply with or be exempt from the provisions requirements of Section 409A of the Internal Revenue Code and the guidance regulations promulgated thereunder (“Section 409A”). This Agreement shall be administered As used in a manner consistent with this intentAgreement, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by “Code” means the parties to comply with Section 409A (which amendment may be retroactive to Internal Revenue Code of 1986, as amended. To the extent permitted by under applicable regulations and/or other guidance of general applicability issued pursuant to Section 409A). Unless otherwise expressly provided, any payment of compensation by the Company reserves the right to Employee, whether pursuant to modify this Agreement to conform with any or otherwise, all relevant provisions regarding compensation and/or benefits so that such compensation and benefits are exempt from the provisions of 409A and/or otherwise comply with such provisions so as to avoid the tax consequences set forth in Section 409A and to assure that no payment or benefit shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a an “substantial risk of forfeitureadditional tax” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within provision in this Agreement is ambiguous as to its compliance with Section 409A, or to the definition of “short term deferrals” or “involuntary severance” under extent any provision in this Agreement must be modified to comply with Section 409A, such amounts provision shall be excluded from “deferred compensation” as allowed under Section 409A, and read in such a manner so that no payment due to the Executive shall not be subject to the following Section 409A compliance requirements. All payments of an “nonqualified deferred compensationadditional tax” (within the meaning of Section 409A409A(a)(1)(B) are intended of the Code. If necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” any payment on account of the Executive’s separation from service that would otherwise be due hereunder within six (6) months after such separation shall be delayed until the first business day of the seventh month following the date of termination of employment and the first such payment shall include the cumulative amount of any payments (without interest) that would have been paid prior to such date if not for such restriction. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of payment. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerateincluding, offset or assign any such deferred paymentwhere applicable, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event requirement that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) any reimbursement is for expenses incurred during the first day Executive’s lifetime (or during a shorter period of the seventh (7th) complete calendar month following such termination of employmenttime specified in this Agreement), or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one a calendar year may not affect the benefits provided during expenses eligible for reimbursement in any other calendar year; , (iiiii) reimbursements shall the reimbursement of an eligible expense will be paid no later than made on or before the end last day of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said periodexpense is incurred, and (iiiiv) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of Sections 8.1 and 11.4 unless the Executive would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). In no amendment event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be made imposed on the Executive by Section 409A or damages for failing to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance comply with Section 409A.

Section 409A Compliance. To the extent applicable, it (A) This Agreement is intended that this Agreement to comply with the provisions requirements of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”)) and regulations promulgated thereunder. This To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments due under this Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). 409A. For purposes of this Agreementsection 409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each each payment and each installment of any severance payments provided for made under this Agreement shall be treated as a separate payment payment. In no event may Executive, directly or indirectly, designate the calendar year of payment. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with the Company for purposes of application Section 4.02 of Section 409A. To the extent that any severance payments come within the definition this Agreement unless he would be considered to have incurred a “termination of “short term deferralsemployment” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (Employer within the meaning of Section 409ATreasury Regulation §1.409A-1(h)(1)(ii). (B) are intended to comply All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerateincluding, offset or assign any such deferred paymentwhere applicable, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event requirement that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of the seventh (7th) complete calendar month following such termination of employmenttime specified in this Agreement), or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one a calendar year may not affect the benefits provided during expenses eligible for reimbursement in any other calendar year; , (iiiii) reimbursements shall the reimbursement of an eligible expense will be paid no later than made on or before the end last day of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said periodexpense is incurred, and (iiiiv) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein . (C) Executive acknowledges that, while the parties endeavor to the contrary, no amendment may be made to this Agreement if it would cause have the Agreement or comply with the requirements of Section 409A, any payment hereunder not to be in compliance with tax liability incurred by Executive under Section 409A.409A is solely the responsibility of Executive.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and Notwithstanding any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly providedcontrary herein, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month Deferred Payments (i.e., 2½ monthsas defined below) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for that become payable under this Agreement shall by reason of Executive’s termination of employment with ServiceSource (or any successor entity thereto) will be treated as made unless such termination of employment constitutes a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferralsseparation from service” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A409A. Further, if Executive is a “specified employee” of ServiceSource (or any successor entity thereto) are intended to comply with within the requirements meaning of Section 409A409A on the date of Executive’s termination of employment (other than a termination of employment due to death), and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to then the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which Deferred Payments that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) within the first day of the seventh six (7th6) complete calendar month months following such Executive’s termination of employment, shall be delayed until the first payroll date that occurs on or after the date that is six (ii6) Employeemonths and one (1) day after the date of Executive’s deathtermination of employment, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence when they shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedulefull arrears. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement orsubsequent Deferred Payments, unless otherwise specified in writingif any, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall will be paid no later than in accordance with the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary payment schedule applicable to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement each payment or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may if Executive dies following Executive’s employment termination but prior to the six (6) month anniversary of his employment termination, then any payments delayed in accordance with this paragraph will be made payable in a lump sum as soon as administratively practicable after the date of death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. For the purposes of this Agreement, “Deferred Payment” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement if it would cause the and any other severance payments or separation benefits, that in each case, when considered together, are considered deferred compensation under Section 409A. The foregoing provisions and all payments and benefits under this Agreement or any payment hereunder not are intended to be exempt from or comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to so comply or be exempt. ServiceSource and Executive agree to work together in compliance with good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.

Section 409A Compliance. To the extent applicable, it is intended that this This Agreement shall be interpreted and performed so as to comply with the any applicable provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This ) and the regulations and official guidance issued pursuant thereto such as will avoid any inclusion of income by Executive under Section 409A of any payment or benefit under this Agreement shall or under any arrangement required to be administered in a manner consistent aggregated with this intent, and any provision that would cause Agreement. Terms defined in this Agreement will have the Agreement to fail to satisfy meanings given such terms under Section 409A shall have no force if and effect until amended by to the parties extent required to comply with Section 409A. Any payments that are due within the “short term deferral period” as defined in Section 409A (which amendment may or that are paid in a manner covered by Treas. Reg. Section 1.409A-1(b)(9)(iii) will not be retroactive treated as deferred compensation unless applicable law requires otherwise. Neither the Company nor Executive will have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A). Unless otherwise expressly provided409A. In any event, the Company makes no representations or warranty and will have no liability to the Executive or any payment other person, other than with respect to payments made by the Company in violation of compensation by Company to Employeethe provisions of this Agreement, whether pursuant to if any provisions of or payments under this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right are determined to such payment vests (i.e., is not constitute deferred compensation subject to a “substantial risk Section 409A but not to satisfy the conditions of forfeiture” for purposes of Code Section 409A)that section. For purposes of this Agreement, a termination of employment with the Company shall mean a “Separation separation from Serviceservice” shall have the meaning given to such term under as defined in Section 409A. Each payment If and each installment to the extent any portion of any severance payments payment, compensation or other benefit provided for under this Agreement shall be treated to Executive in connection with Executive’s separation from service (as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under defined in Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject ) is determined to the following Section 409A compliance requirements. All payments of constitute “nonqualified deferred compensation” (within the meaning of Section 409A409A and Executive is at such time a specified employee as defined in Section 409A(a)(2)(B)(i) are intended to comply with of the requirements of Section 409ACode, and shall be interpreted as determined by the Company in accordance therewith. Neither party individually or in combination may acceleratewith its procedures, offset or assign any by which determination Executive hereby agrees to be bound, such deferred portion of the payment, except in compliance with Section 409A. No amount shall compensation or other benefit will not be paid prior to before the earliest day that is six months plus one day after the date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” service (as defined and determined under Section 409A) (the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to Executive during the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon period between the date of separation from service shall and the New Payment Date will be made no earlier than (i) paid to Executive in a lump sum on the first day of the seventh (7th) complete calendar month following payroll date after such termination of employmentNew Payment Date, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall and any remaining payments will be paid out in a single lump sum at the end of such required delay period in order to catch up to the on their original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A..

Section 409A Compliance. To (a) The intent of the extent applicable, it parties is intended that payments and benefits under this Agreement comply with the provisions of Section 409A of the Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”). This ) and, accordingly, to the maximum extent permitted, this Agreement shall be administered interpreted to be in a manner consistent with this intentcompliance therewith. In no event whatsoever shall the Company be liable for any additional tax, and any provision interest or penalty that would cause the Agreement to fail to satisfy may be imposed on You by Code Section 409A shall have no force and effect until amended by the parties or damages for failing to comply with Code Section 409A 409A. (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ monthsb) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for For purposes of compliance with Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for (i) all expenses or other reimbursements under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” made on or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to last day of the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar taxable year following the calendar taxable year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities marketexpenses were incurred by You, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (c) For purposes of Code Section 409A, Your right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (d) Notwithstanding anything herein any other provision of this Agreement to the contrary, in no amendment may be made to event shall any payment under this Agreement if it would cause the Agreement or that constitutes “deferred compensation” for purposes of Code Section 409A be subject to offset by any payment hereunder not to be in compliance with other amount unless otherwise permitted by Code Section 409A.

Section 409A Compliance. To the extent applicable, it (a) This Agreement is intended that this Agreement to comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (“Section 409A”), or an exemption thereunder. This Agreement shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement to the contrary, payments provided under this Agreement may only be made upon an event and in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply complies with Section 409A (which amendment or an applicable exemption. Any payments under this Agreement that may be retroactive excluded from Section 409A either as separation pay due to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month an involuntary separation from service (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., including a voluntary separation from service for good reason that is not subject to a “substantial risk of forfeiture” considered an involuntary separation for purposes of Code the separation pay exception under Treasury Regulation 1.409A-1(n)(2)) or as a short-term deferral shall be excluded from Section 409A)409A to the maximum extent possible. For purposes of this AgreementSection 409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments payment provided for under this Agreement shall be treated as a separate payment for purposes payment. Any payments to be made under this Agreement upon a termination of application employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A. (b) Notwithstanding any other provision of this Agreement, if at the time of the Executive's termination of employment, the Executive is a "specified employee", determined in accordance with Section 409A, any payments and benefits provided under this Agreement that constitute "nonqualified deferred compensation" subject to Section 409A (e.g., payments and benefits that do not qualify as a short-term deferral or as a separation pay exception) that are provided to the Executive on account of the Executive’s separation from service shall not be paid until the first payroll date to occur following the six-month anniversary of the Executive's termination date ("Specified Employee Payment Date"). The aggregate amount of any payments that would otherwise have been made during such six-month period shall be paid in a lump sum on the Specified Employee Payment Date without interest and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. If the Executive dies during the six-month period, any delayed payments shall be paid to the Executive's estate in a lump sum upon the Executive's death. (c) To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under required by Section 409A, such amounts each reimbursement or in-kind benefit provided under this Agreement shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply provided in accordance with the requirements following: (i) the amount of Section 409Aexpenses eligible for reimbursement, and shall or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be interpreted provided, in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount other calendar year; (ii) any reimbursement of an eligible expense shall be paid prior to the earliest date Executive on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to or before the timing last day of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a the calendar year following the calendar year in which the payment event expense was incurred; and (such as Separation from Serviceiii) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary any right to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement reimbursements or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein . (d) In the event the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of the Executive’s separation from service, then to the contrary, no amendment may be made extent any payment or benefit that the Executive becomes entitled to under this Agreement if it on account of the Executive’s separation from service would cause be considered deferred compensation subject to Section 409A as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six months and one day after the Executive’s separation from service, or (ii) the Executive’s death (the “Six Month Delay Rule”). (i) For purposes of this subparagraph, amounts payable under the Agreement or should not provide for a deferral of compensation subject to Section 409A to the extent provided in Treasury Regulation Section 1.409A-1(b)(4) (e.g., short-term deferrals), Treasury Regulation Section 1.409A-1(b)(9) (e.g., separation pay plans, including the exception under subparagraph (iii)), and other applicable provisions of the Treasury Regulations. (ii) To the extent that the Six Month Delay Rule applies to payments otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of the Six Month Delay Rule, and the balance of the installments shall be payable in accordance with their original schedule. (iii) To the extent that the Six Month Delay Rule applies to the provision of benefits (including, but not limited to, life insurance and medical insurance), such benefit coverage shall nonetheless be provided to the Executive during the first six months following her separation from service (the “Six Month Period”), provided that, during such Six-Month Period, the Executive pays to the Company, on a monthly basis in advance, an amount equal to the Monthly Cost (as defined below) of such benefit coverage. The Company shall reimburse the Executive for any payment hereunder such payments made by the Executive in a lump sum not later than 30 days following the sixth month anniversary of the Executive’s separation from service. For purposes of this subparagraph, “Monthly Cost” means the minimum dollar amount which, if paid by the Executive on a monthly basis in advance, results in the Executive not being required to recognize any federal income tax on receipt of the benefit coverage during the Six Month Period. (e) The parties intend that this Agreement will be administered in accordance with Section 409A. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A.409A, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. (f) The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, such Section.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to EmployeeExecutive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which EmployeeExecutive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) EmployeeExecutive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee Executive incurs such expenses, and the Employee Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code imposes an additional 20% tax, plus interest, on payments from “non-qualified deferred compensation plans.” Certain payments under this Grant Agreement could be considered to be payments under a “non-qualified deferred compensation plan.” The additional 20% tax and interest do not apply if the guidance promulgated thereunder (“payment qualifies for an exception to the requirements of Section 409A”409A or complies with the requirements of Section 409A. The Company believes, but does not and cannot warrant or guaranty, that the payments due pursuant to this Grant Agreement qualify for the short-term deferral exception to Section 409A of the Code as set forth in Treasury Regulation Section 1.409A-1(b)(4). Notwithstanding anything to the contrary in this Grant Agreement, if the Company determines that neither the short-term deferral exception nor any other exception to Section 409A applies to the payments due pursuant to this Grant Agreement, to the extent any payments are due on the Grantee’s termination of employment, the term “termination of employment” shall mean “separation from service” as defined in Treasury Regulation Section 1.409A-1(h). In addition, if the Grantee is a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)) and any payments due pursuant to this Grant Agreement are payable on the Grantee’s “separation from service,” then such payments shall be paid on the first business day following the expiration of the six month period following the Grantee’s “separation from service.” This Grant Agreement shall be administered operated in a manner consistent compliance with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A or an exception thereto and each provision of this Grant Agreement shall have no force and effect until amended by be interpreted, to the parties extent possible, to comply with Section 409A (which amendment may be retroactive or to qualify for an applicable exception. The Grantee remains solely responsible for any adverse tax consequences imposed upon the extent permitted Grantee by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.

Section 409A Compliance. To (a) Notwithstanding anything in this Article to the extent applicablecontrary, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, that any payment of compensation by Company to Employee, whether pursuant to this Agreement amount or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” benefit that would constitute non-exempt "deferred compensation" for purposes of Code section 409A would otherwise be payable or distributable hereunder by reason of the occurrence of a Change in Control or separation from service, such amount or benefit will not be payable or distributable by reason of such circumstance unless (1) the circumstances giving rise to such Change in Control or separation from service meet the description or definition of "change in control event" or "separation from service," as the case may be, in Code section 409A and applicable regulations (without giving effect to any elective provisions that may be available under such definition), or (2) the payment or distribution of such amount or benefit would be exempt from the application of Code section 409A by reason of the short-term deferral exemption or otherwise. 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). For purposes of -compliant "separation from service" or any later date required by subsection (b) below. (b) Notwithstanding anything in this AgreementArticle to the contrary, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of if any severance payments provided for under this Agreement shall be treated as a separate payment amount or benefit that would constitute non-exempt "deferred compensation" for purposes of application Code section 409A would otherwise be payable or distributable under this Article by reason of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded Employee's separation from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of service during a waiver and release which may be executed and/or revoked in a calendar year following the calendar year period in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” Specified Employee (as defined and determined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 409A1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes), the Employee's right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) Employee's death or the first day of the seventh (7th) complete calendar 7th month following such termination of employment, or (ii) the Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.'s separation from service.

Section 409A Compliance. To the extent applicable, it It is intended that any benefits under this Agreement comply with satisfy, to the provisions greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (“Section 409A”). This , provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement shall will be administered construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner consistent that complies with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with 409A. For purposes of Section 409A (which amendment may be retroactive to the extent permitted by including, without limitation, for purposes of Treasury Regulations Section 409A1.409A-2(b)(2)(iii). Unless otherwise expressly provided), any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which EmployeeExecutive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each receive any installment of any severance payments provided for under this Agreement (whether severance payments, if any, 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. Severance benefits shall not commence until the Executive has a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “separation from service”). Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of termination to be a “specified employee” for purposes of application Section 409A(a)(2)(B)(i), and if any of Section 409A. To the payments set forth herein are deemed to be “deferred compensation,” then to the extent that delayed commencement of any severance portion of such payments come within is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the definition of “short term deferrals” or “involuntary severance” related adverse taxation under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and payments shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid provided prior to the earliest of (i) the expiration of the six-month period measured from the date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to of termination, (ii) the timing date of payments except Executive’s death or (iii) such earlier date as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution without the imposition of a waiver and release which may be executed and/or revoked in a calendar year adverse taxation. Upon the first business day following the calendar year in which the payment event (expiration of such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary period, all payments deferred pursuant to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence this paragraph shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement orsum, unless otherwise specified in writing, under and any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements remaining payments due shall be paid no later than as otherwise provided herein. No interest shall be due on any amounts so deferred. Finally, if the end period during which Executive may consider and sign a release in connection with the receipt of severance benefits spans two calendar years, the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end payment of said period, and (iii) the right to reimbursement or in-kind benefits shall severance will not be subject to liquidation made or exchange for another benefit. Notwithstanding anything herein to begin until the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.later calendar year.

Section 409A Compliance. To the extent applicable, it (a) This Agreement is intended that this Agreement to comply with the provisions requirements of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (“"Section 409A”"). This Agreement , including the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner consistent that complies with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall have be excluded from Section 409A to the maximum extent possible. Any payments to be made under this Agreement in connection with a termination of employment shall only be made if such termination of employment constitutes a "separation from service" under Section 409A. Notwithstanding the foregoing, the Company makes no force representations that the payments and effect until amended by the parties to benefits provided under this Agreement comply with Section 409A (which amendment and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be retroactive to incurred by the EMPLOYEE on account of non-compliance with Section 409A. (b) To the extent permitted required by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement each reimbursement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments in-kind benefit provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply provided in accordance with the requirements following: (i) the amount of Section 409Aexpenses eligible for reimbursement, and shall or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be interpreted provided, in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount other calendar year. (ii) any reimbursement of an eligible expense shall be paid prior to the earliest date EMPLOYEE on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to or before the timing last day of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a the calendar year following the calendar year in which the payment event expense was incurred; and (such as Separation from Serviceiii) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary any right to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement reimbursements or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A..

Section 409A Compliance. To Notwithstanding anything herein to the extent applicable, it is intended that this Agreement comply with contrary: (i) no termination or other similar payments and benefits hereunder shall be payable unless the provisions Executive’s termination of employment constitutes a “separation from service” within the meaning of Section 409A 1.409A-1(h) of the Internal Revenue Code and Department of Treasury Regulations; (ii) if the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause Executive is deemed at the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day time of the third month (i.e., 2½ months) after the later of the end of the calendar year or the CompanyExecutive’s fiscal year in which Employee’s right separation from service to such payment vests (i.e., is not subject to be a “substantial risk of forfeiturespecified employee” for purposes of Code Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of any termination or other similar payments and benefits to which the Executive may be entitled hereunder (after taking into account all exclusions applicable to such payments or benefits under Section 409A). For purposes ) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of this Agreementthe Code, such portion of such payments and benefits shall not be provided to the Executive prior to the earlier of (x) the expiration of the six (6)-month period measured from the date of the Executive’s “Separation separation from Serviceservice” shall have with the meaning given to Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A. Each payment 409A) or (y) the date of the Executive’s death; provided that upon the earlier of such dates, all payments and each installment of any severance payments provided for under benefits deferred pursuant to this Agreement Section 9(b)(ii) shall be treated paid in a lump sum to the Executive, and any remaining payments and benefits due hereunder shall be provided as otherwise specified herein; (iii) the determination of whether the Executive is a separate payment “specified employee” for purposes of application Section 409A(a)(2)(B)(i) of the Code as of the time of the Executive’s separation from service shall be made by the Company in accordance with the terms of Section 409A. To 409A (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); (iv) to the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” Installment Payments under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject this Agreement are deemed to the following Section 409A compliance requirements. All payments of constitute “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements , for purposes of Section 409A409A (including, and shall be interpreted in accordance therewith. Neither party individually or in combination may acceleratewithout limitation, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing for purposes of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.Section

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employeethe Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employeethe Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, 409A and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, 409A and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A 409A, and Employee the Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee the Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employeethe Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee Executive incurs such expenses, and the Employee Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.

Section 409A Compliance. To It is the extent applicable, it is intended intention of both the Company and the Executive that the benefits and rights to which the Executive could be entitled pursuant to this Agreement comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended and the Treasury Regulations and other guidance promulgated or issued thereunder (“Section 409A”). This , to the extent that the requirements of Section 409A are applicable thereto, and the provisions of this Agreement shall be administered construed in a manner consistent with that intention. If the Executive or the Company believes, at any time, that any such benefit or right that is subject to Section 409A does not so comply, he, she or it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Section 409A (with the most limited possible economic effect on the Executive and on the Company). If and to the extent required to comply with Section 409A, no payment or benefit required to be paid under this intent, Agreement on account of termination of the Executive’s employment shall be made unless and any provision that would cause until the Executive incurs a “separation from service” within the meaning of Section 409A. Notwithstanding anything in this Agreement to fail the contrary, to satisfy Section 409A shall have no force and effect until amended by the parties extent necessary to comply with Section 409A of the Code, no transaction or series of transactions shall constitute a Change of Control unless such transaction or series of transactions is a permissible payment event for purposes of Treasury Regulation Section 1.409A-3(a)(5) of the Code. If the Executive is a “specified employee” (which amendment may be retroactive to as reasonably determined by the extent permitted by Company in accordance with Section 409A). Unless otherwise expressly provided, any then no payment or benefit that is payable on account of compensation by Company to Employeethe Executive’s “separation from service”, whether pursuant to this Agreement or otherwiseas that term is defined for purposes of Section 409A, shall be made no later than before the 15th day date that is six months after the Executive’s “separation from service” (or, if earlier, the date of the third month (i.e., 2½ monthsExecutive’s death) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right if and to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” such payment or “involuntary severance” under Section 409A, such amounts shall benefit constitutes deferred compensation (or may be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of ) under Section 409A) are intended 409A and such deferral is required to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to For purposes of applying the provisions of Section 409A provided to this Agreement, each separately identified amount to which the Executive is entitled under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject treated as a separate payment. In addition, to the following rules: (i) the amount extent permissible under Section 409A, any series of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements installment payments under this Agreement shall be paid treated as a right to a series of separate payments. Any reimbursements by the Company to the Executive of any eligible expenses under this Agreement that are not excludable from the Executive’s income for Federal income tax purposes (the “Taxable Reimbursements”) shall be made by no later than the end last day of the calendar taxable year of the Executive following the year in which the Employee incurs such expensesexpense was incurred. The amount of any Taxable Reimbursements, and the Employee shall take all actions necessary value of any in-kind benefits to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior be provided to the end Executive, during any taxable year of said periodthe Executive shall not affect the expenses eligible for reimbursement, and (iii) the right to reimbursement or in-kind benefits to be provided, in any other taxable year of the Executive. The right to Taxable Reimbursement, or in-kind benefits, shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made the Company does not make any representation to the Executive that the payments or benefits provided under this Agreement if it would cause are exempt from, or satisfy, the requirements of Section 409A, and neither the Company nor any Related Entity shall have any liability or other obligation to indemnify or hold harmless the Executive or any beneficiary of the Executive for any tax, additional tax, interest or penalties that the Executive or any beneficiary of the Executive may incur in the event that any provision of this Agreement or any payment hereunder not other action taken with respect thereto is deemed to be in compliance with violate any of the requirements of Section 409A.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company the Employer to Employeethe Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th fifteenth (15th) day of the third (3rd) month (i.e., 2½ months) after the later of the end of the calendar year or the CompanyEmployer’s fiscal year in which Employeethe Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any bonus or severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within amounts payable by the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject Employer to the following Section 409A compliance requirements. All payments of Executive constitute “nonqualified deferred compensation” (within the meaning of Section 409A) such payments are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee the Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee the Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company Employer at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (ia) the first (1st) day of the seventh (7th) complete calendar month following such termination of employment, or (iib) Employeethe Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company Employer program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee Executive incurs such expenses, and the Employee Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company Employer to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein The Executive shall be responsible for the payment of all taxes applicable to payments or benefits received from the Employer. It is the intent of the Employer that the provisions of this Agreement and all other plans and programs sponsored by the Employer be interpreted to comply in all respects with Section 409A; however, the Employer shall have no liability to the contraryExecutive, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not successor or beneficiary thereof, in the event taxes, penalties or excise taxes may ultimately be determined to be in compliance with Section 409A.applicable to any payment or benefit received by the Executive or any successor or beneficiary thereof.

Section 409A Compliance. To (a) The parties hereto acknowledge and agree that, to the extent applicable, it is intended that this Agreement comply shall be interpreted, construed and administered in accordance with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the Department of Treasury regulations and other interpretive guidance promulgated issued thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this AgreementSection 409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments payment provided for under this Agreement shall be treated as a separate payment for purposes payment. Any payments to be made under this Agreement upon a termination of application employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. To Notwithstanding any provision of this Agreement to the extent contrary, in the event that the Company determines that any severance payments come within amounts payable hereunder will be immediately taxable to the definition of “short term deferrals” or “involuntary severance” Executive under Section 409A, the Company reserves the right (without any obligation to do so or to indemnify the Executive for failure to do so) to (i) adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for the Company and/or (ii) take such other actions as the Company determines to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A or to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes thereunder. In no event shall any liability for failure to comply with the requirements of Section 409A be excluded transferred from “deferred compensation” as allowed under Executive or any other individual to the Company or any of its affiliates, employees or agents. (b) To the extent required by Section 409A, and each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (1) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (2) any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (3) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. (c) In the following event the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of the Executive’s separation from service, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation subject to Section 409A compliance requirements. All as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six months and one day after the Executive’s separation from service, or (ii) the Executive’s death (the “Six Month Delay Rule”). (1) For purposes of this subparagraph, amounts payable under the Agreement should not provide for a deferral of compensation subject to Section 409A to the extent provided in Treasury Regulation Section 1.409A-1(b)(4) (e.g., short-term deferrals), Treasury Regulation Section 1.409A-1(b)(9) (e.g., separation pay plans, including the exception under subparagraph (iii)), and other applicable provisions of the Treasury Regulations. (2) To the extent that the Six Month Delay Rule applies to payments otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of the Six Month Delay Rule, and the balance of the installments shall be payable in accordance with their original schedule. (d) Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with due under this Agreement as a result of the requirements Executive’s termination of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which employment are subject to execution the Executive’s execution, delivery and non-revocation of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities marketRelease, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day Company shall deliver the Release to the Executive within seven (7) days following the date of the seventh (7th) complete calendar month following such termination of employmenttermination, or and (ii) Employeeif the Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes acceptance of the Release thereafter, the Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release. For purposes of this Section 21(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to the Executive, or, in the event that the Executive’s deathtermination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), consistent with the provisions date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A. Any payment delayed by reason 409A) due under this Agreement as a result of the prior sentence Executive’s termination of employment are delayed pursuant to Section 6(c) and this Section 21(d), such amounts shall be paid out in a single lump sum at on the end first payroll date to occur on or after the 60th day following the date of termination, provided that, as of such required delay 60th day, the Executive has executed and has not revoked the Release (and any applicable revocation period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.has expired).

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code imposes an additional 20% tax, plus interest, on payments from “non-qualified deferred compensation plans.” Certain payments under this Grant Agreement could be considered to be payments under a “non-qualified deferred compensation plan.” The additional 20% tax and interest do not apply if the guidance promulgated thereunder payment qualifies for an exception to the requirements of Section 409A or complies with the requirements of Section 409A. The Company believes, but does not and cannot warrant or guaranty, that the payments due pursuant to this Grant Agreement comply with, or are exempt from, the requirements of Section 409A. Notwithstanding anything to the contrary in this Grant Agreement, if the Company determines that no exception to Section 409A applies to the payments due pursuant to this Grant Agreement, to the extent any payments are due on the Grantee’s termination of employment, the term “termination of employment” shall mean “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) and, to the extent any payments are due on a Change in Control, the term Change in Control shall mean a “change in control event” as defined in Section 409A of the Code. In addition, if the Grantee is a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)) and any payments due pursuant to this Grant Agreement are payable on the Grantee’s “Section 409A”). separation from service,” then such payments shall be paid on the first business day following the expiration of the six month period following the Grantee’s “separation from service.” This Grant Agreement shall be administered operated in a manner consistent compliance with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A or an exception thereto and each provision of this Grant Agreement shall have no force and effect until amended by be interpreted, to the parties extent possible, to comply with Section 409A (which amendment may be retroactive or to qualify for an applicable exception. The Grantee remains solely responsible for any adverse tax consequences imposed upon the extent permitted Grantee by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.

Section 409A Compliance. To It is the extent applicable, it is intended intent of the Company that all payments made under this Legacy RSU Award Agreement comply with the provisions of will be exempt from Section 409A of the Internal Revenue Code and the Treasury regulations and guidance promulgated issued thereunder (“Section 409A”)) pursuant to the “short-term deferral” exemption. This Notwithstanding any provision of the Plan or this Legacy RSU Award Agreement to the contrary, (i) this Legacy RSU Award Agreement shall not be administered amended in any manner that would cause any amounts payable hereunder that are not subject to Section 409A to become subject thereto (unless they also are in compliance therewith), and the provisions of any purported amendment that may reasonably be expected to result in such non-compliance shall be of no force or effect with respect to this Legacy RSU Award Agreement and (ii) the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Legacy RSU Award Agreement to reflect the intention that the Plan qualifies for exemption from or complies with Section 409A in a manner consistent that as closely as practicable achieves the original intent of this Legacy RSU Award Agreement and with this intentthe least reduction, and any provision that would cause the Agreement if any, in overall benefit to fail to satisfy Section 409A shall have no force and effect until amended by the parties a Grantee to comply with Section 409A (on a timely basis, which amendment may be made on a retroactive to the extent permitted by Section 409A). Unless otherwise expressly providedbasis, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term accordance with regulations and other guidance issued under Section 409A. Each payment and each installment of Neither the Company nor the Committee makes any severance payments provided for under representation that this Legacy RSU Award Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” exempt from or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have makes no discretion with respect undertaking to the timing of payments except as permitted under Section 409A. Any payments to which preclude Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made applying to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.Legacy RSU Award Agreement.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to EmployeeExecutive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which EmployeeExecutive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” ”) for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). For purposes of this Agreement, termination of employment shall be deemed to occur only upon “Separation separation from Serviceservice” shall have the meaning given to as such term is defined under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within amounts payable by the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject Company to the following Section 409A compliance requirements. All payments of Executive constitute “nonqualified deferred compensation” (within the meaning of Section 409A) such payments are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee 409A, including a six (6) month delay of termination payments made to specified employees of a public company, to the extent then applicable. Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies payments which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Servicetermination of employment) occurs shall commence payment only in the such following calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee Executive incurs such expenses, and the Employee Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Code Section 409A.

Section 409A Compliance. To The following rules shall apply, to the extent applicablenecessary, it with respect to distribution of the payments and benefits, if any, to be provided to the Employee under this Agreement. a. This Agreement is intended that this Agreement to be exempt from or to comply with the provisions of Section 409A of the Internal Revenue Code and of 1986, as amended (to the guidance promulgated thereunder extent applicable) (“Section 409A”). This ) and the parties hereto agree to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply therewith and without resulting in any increase in the amounts owed hereunder by the Company. b. Neither the Employee nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. c. The determination of whether and when the Employee’s separation from service from the Company has occurred shall be administered made in a manner consistent with this intentwith, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-l(h) (or any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409Asuccessor provision). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” Solely for purposes of Code Section 409A). For purposes of this AgreementSection, “Separation from ServiceCompany” shall have include all persons with whom the meaning given to such term Company would be considered a single employer as determined under Treasury Regulation Section 409A. Each payment 1.409A-l(h)(3) (or any successor provision). d. All reimbursements and each installment of any severance payments in-kind benefits provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” made or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply provided in accordance with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior 409A to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (extent that such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement reimbursements or in-kind benefits are subject to Section 409A provided under this Agreement or409A, unless otherwise including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in writingthis Agreement), under any Company program or policy, shall be subject to the following rules: (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during one a calendar year may not affect the benefits provided during expenses eligible for reimbursement in any other calendar year; , (iiiii) reimbursements shall the reimbursement of an eligible expense will be paid no later than made on or before the end last day of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, expense is incurred and (iiiiv) the right to reimbursement or in-kind benefits shall is not be subject to set off or liquidation or exchange for another any other benefit. . e. Notwithstanding anything herein to the contrary, the Company shall have no amendment may be made liability to the Employee or to any other person if the payments and benefits provided in this Agreement if it would cause the Agreement or any payment hereunder not that are intended to be in compliance exempt from or compliant with Section 409A.409A are not so exempt or compliant.

Section 409A Compliance. To (a) The parties hereto acknowledge and agree that, to the extent applicable, it is intended that this Agreement comply shall be interpreted, construed and administered in accordance with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the Department of Treasury regulations and other interpretive guidance promulgated issued thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this AgreementSection 409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments payment provided for under this Agreement shall be treated as a separate payment for purposes payment. Any payments to be made under this Agreement upon a termination of application employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. To Notwithstanding any provision of this Agreement to the extent contrary, in the event that the Company determines that any severance payments come within amounts payable hereunder will be immediately taxable to the definition of “short term deferrals” or “involuntary severance” Executive under Section 409A, the Company reserves the right (without any obligation to do so or to indemnify the Executive for failure to do so) to (i) adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for the Company and/or (ii) take such other actions as the Company determines to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A or to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes thereunder. In no event shall any liability for failure to comply with the requirements of Section 409A be excluded transferred from “deferred compensation” as allowed under Executive or any other individual to the Company or any of its affiliates, employees or agents. (b) To the extent required by Section 409A, and each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (1) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (2) any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (3) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. (c) In the following event the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of the Executive’s separation from service, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation subject to Section 409A compliance requirements. All as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six months and one day after the Executive’s separation from service, or (ii) the Executive’s death (the “Six Month Delay Rule”). (1) For purposes of this subparagraph, amounts payable under the Agreement should not provide for a deferral of compensation subject to Section 409A to the extent provided in Treasury Regulation Section 1.409A-1(b)(4) (e.g., short-term deferrals), Treasury Regulation Section 1.409A-1(b)(9) (e.g., separation pay plans, including the exception under subparagraph (iii)), and other applicable provisions of the Treasury Regulations. (2) To the extent that the Six Month Delay Rule applies to payments otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of the Six Month Delay Rule, and the balance of the installments shall be payable in accordance with their original schedule. (d) Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with due under this Agreement as a result of the requirements Executive’s termination of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which employment are subject to execution the Executive’s execution, delivery and non-revocation of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities marketRelease, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day Company shall deliver the Release to the Executive within seven (7) days following the date of the seventh (7th) complete calendar month following such termination of employmenttermination, or and (ii) Employeeif the Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes acceptance of the Release thereafter, the Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release. For purposes of this Section 21(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to the Executive, or, in the event that the Executive’s deathtermination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), consistent with the provisions date that is fortyfive (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A. Any payment delayed by reason 409A) due under this Agreement as a result of the prior sentence Executive’s termination of employment are delayed pursuant to Section 6(c) and this Section 21(d), such amounts shall be paid out in a single lump sum at on the end first payroll date to occur on or after the 60th day following the date of termination, provided that, as of such required delay 60th day, the Executive has executed and has not revoked the Release (and any applicable revocation period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.has expired).

Section 409A Compliance. To The intent of the extent applicable, it parties is intended that payments and benefits under this Agreement comply with Section 409A of Code to the provisions extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Grantee shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Grantee under this Agreement on account of a separation from service until the Grantee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Internal Revenue Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the guidance promulgated thereunder Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (“Section 409A”6) months following such separation from service (or death, if earlier). This The Company makes no representation that any or all of the payments described in this Agreement shall will be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to exempt from or comply with Section 409A (which amendment may be retroactive of the Code and makes no undertaking to preclude Section 409A of the extent permitted by Section 409A)Code from applying to any such payment. Unless otherwise expressly provided, any payment If it is determined that the terms of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year have been structured in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent manner that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted would result in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid adverse tax treatment under Section 409A of the Code, the parties agree to cooperate in taking all reasonable measures to restructure the arrangement to minimize or avoid such adverse tax treatment without materially impairing Grantee’s economic rights. The Grantee shall be solely responsible for the payment of any taxes and Employee shall have no discretion with respect to the timing of payments except as permitted penalties incurred under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.Code.

Section 409A Compliance. To the extent applicable, it (a) This Agreement is intended that this Agreement comply with to satisfy the provisions requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance rules and regulations promulgated thereunder (the “Section 409ACode”). This Agreement ) with respect to amounts subject thereto and shall be administered in a manner interpreted and construed and shall be performed by the parties consistent with this such intent, and any provision that would cause the Agreement to fail to satisfy Section 409A Company shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, not accelerate any payment or the provision of compensation by Company to Employee, whether pursuant to any benefits under this Agreement or otherwiseto make or provide any such payment or benefits if such payment or provision of such benefits would, shall as a result, be made no later than the 15th day subject to tax under Section 409A of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year Code. As used in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, phrases such as “Separation from Servicetermination of employment” shall have be interpreted to mean a “separation from service” using the meaning given to such term default rules under Section 409A. Each payment and each installment 409A of the Code. If, in the good faith judgment of the Company, any severance payments provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A of the Code, such provision shall be modified by the Company in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the requirements of Section 409A of the Code. (b) Except as expressly provided for under otherwise herein, no reimbursement payable to the Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company covered by this Agreement shall be treated as a separate payment for purposes paid later than the last day of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (related expense was incurred, and no such as Separation from Service) occurs shall commence payment only in the reimbursement during any calendar year in which shall affect the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses amounts eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during in any other calendar year; (ii) reimbursements , except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. To the extent providing for deferral of compensation within the meaning of Section 409A of the Code, any payments or benefits to which the Executive is entitled upon a termination of employment shall be paid no later earlier than the end of the calendar year following the year in date on which the Employee Executive incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end termination of said period, and employment. (iiic) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement the extent necessary to prevent the Executive from being subject to tax under Section 409A of the Code, if it would cause the Agreement or Executive is a “specified employee” for purposes of Section 409A of the Code on the date on which the Executive terminates employment, any payment hereunder (including any provision of continued benefits) that provides for the deferral of compensation within the meaning of Section 409A of the Code (the “Delayed Payment Amounts”) shall not be paid or commence to be paid on any date prior to the first business day after the date that is six (6) months following the Executive’s termination of employment; provided, however, that payment of the Delayed Payment Amounts shall commence within 30 days of the Executive’s death in compliance with Section 409A.the event of his death prior to the end of the six-month period.

Section 409A Compliance. To (i) The Company and the extent applicable, it is intended Executive intend that the benefits and payments described in this Agreement shall comply with with, or be exempt from, the provisions requirements of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Code Section 409A”). This Neither the Company nor any other member of the Company Group shall in any event be obligated to indemnify the Executive for any taxes or interest that may be assessed by the Internal Revenue Service pursuant to Code Section 409A. If the Executive notifies the Company (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A 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 the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive, the Company and Parent of the applicable provision without violating the provisions of Code Section 409A. (ii) To the extent required by Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” 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”. Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service”, such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 3(e)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum with interest at the prime rate as published in The Wall Street Journal on the first business day following the date of the “separation from service”, and any remaining payments and benefits due under this Agreement shall be administered paid or provided in a manner consistent accordance with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A normal payment dates specified for them herein. (which amendment may be retroactive to iii) To the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to that reimbursements or other in-kind benefits under this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a constitute “substantial risk of forfeiturenonqualified deferred compensation” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement (A) all expenses or other reimbursements hereunder shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” made on or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to last day of the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar taxable year following the calendar taxable year in which such expenses were incurred by the payment event Executive, (such as Separation from ServiceB) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefitbenefit and (C) no such reimbursement, expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (v) Notwithstanding anything herein any other provision of this Agreement to the contrary, in no amendment may be made to event shall any payment under this Agreement if it would cause the Agreement or that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any payment hereunder not to be in compliance with other amount unless otherwise permitted by Code Section 409A.

Section 409A Compliance. To the extent applicable, it This Agreement is intended that this Agreement to comply with the provisions of Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder thereunder. Without limiting the generality of the foregoing, the Company and the Executive each agrees as follows: (a) Notwithstanding the foregoing, no payment of any payment or benefit under this Agreement that constitute “non-qualified deferred compensation” within the meaning of Section 409A”). This Agreement 409A of the Code shall be administered made solely upon the occurrence of a Change in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive Control to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year such Change in which Employee’s right to such payment vests (i.e., is Control does not subject to also qualify as a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severancechange in control event” under Section 409A, 409A of the Code and such amounts payment or benefit shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject paid on its otherwise scheduled payment date; (b) Notwithstanding anything to the following Section 409A compliance requirements. All payments of contrary herein, if the Executive is a “nonqualified deferred compensationspecified employee” (within the meaning of Section 409A409A(a)(2)(B)(i) are intended of the Code) with respect to comply the Company, any amounts (or benefits) otherwise payable to or in respect of the Executive under this Agreement pursuant to the Executive's termination of employment with the requirements Company shall be delayed, to the extent required so that taxes are not imposed on the Executive pursuant to Section 409A of Section 409Athe Code, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to upon the earliest date on which it is permitted to by Section 409A(a)(2) of the Code; (c) For purposes of this Agreement, the Executive's employment with the Company will not be paid under treated as terminated unless and until such termination of employment constitutes a “separation from service” for purposes of Section 409A and Employee shall have no discretion with respect to of the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following Code; (d) To the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as extent necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason 409A of the prior sentence shall be paid out in a single lump sum at Code and the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rulesguidance issued thereunder: (i) reimbursements to the amount Executive as a result of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements operation of Sections 8 and 9 hereof shall be paid no made not later than the end of the calendar year following the year in which the Employee incurs reimbursable expense is incurred and shall otherwise be made in a manner that complies with the requirements of Section 409A of the Code, (ii) if Executive is a “specified employee” (within the meaning of Section 409A of the Code), any reimbursements to the Executive as a result of the operation of such expenses, sections with respect to a reimbursable event within the first six (6) months following the Executive’s Date of Termination which are required to be delayed shall be made as soon as practicable following the date which is six (6) months and one (1) day following the Executive’s Date of Termination (subject to clause (i) of this sentence); and (e) If the provisions of Section 5 are applicable to equity or equity-based Awards subject to the provisions of Section 409A of the Code and the Employee immediate payment of the Awards contemplated by Section 5 would result in taxation under Section 409A, payment of such Awards shall take all actions necessary to claim all be made upon the earliest date upon which such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment payment may be made without resulting in taxation under Section 409A of the Code. For the avoidance of doubt, with respect to any equity or equity-based Awards which are subject to Section 409A of the Code and which comply with the permissible payment requirements of such section by providing for payments pursuant to a fixed schedule, the application of Section 5, as modified (to the extent required) by this Agreement if it would cause Section 27(d), shall require that the Agreement or any payment hereunder not to be in compliance with Section 409A.of such Awards continue upon such fixed schedule following the Executive’s Date of Termination until the Award is fully vested.

Section 409A Compliance. To All payments pursuant to this Agreement shall be subject to the extent applicable, it provisions of this Section 12. This Agreement is intended to be interpreted and operated to the fullest extent possible so that the payments and benefits under this Agreement comply with either shall be exempt from the provisions requirements of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (“Section 409A”). This Agreement ) or shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A; provided, and however, that notwithstanding anything to the contrary in this Agreement in no event shall the Company be interpreted in accordance therewith. Neither party individually liable to the Employee for or in combination with respect to any taxes, penalties or interest which may accelerate, offset or assign any such deferred payment, except in compliance with be imposed upon the Employee pursuant to Section 409A. No amount shall be paid prior to For purposes of this Agreement, the earliest date on which it is permitted a “separation from service” pursuant to be paid under Section 409A and Employee (“Separation from Service”) occurs shall have no discretion with respect to be treated as the termination of employment date for purposes of determining the timing of payments except as permitted under this Agreement to the extent necessary to have such payments and benefits under this Agreement be exempt from the requirements of Section 409A or comply with the requirements of Section 409A. Any payments For purposes of determining whether a Separation from Service has occurred for purposes of Section 409A, a Separation from Service is deemed to which include a reasonably anticipated permanent reduction in the level of services performed by the Employee to less than fifty percent (50%) of the average level of services performed by the Employee during the immediately preceding 12-month period (or period of service if less than 12 months). (a) To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Section 409A applies which are subject (after taking into account to execution of the maximum extent possible any applicable exemptions) (a waiver and release which may be executed and/or revoked in “409A Payment”) treated as payable upon a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in , then, if on the calendar year in which date of the release revocation period ends as necessary to comply with Section 409A. In Employee’s Separation from Service, the event that Employee is determined a Specified Employee, then to be a “key employee” (as defined and determined under the extent required for Employee not to incur additional taxes pursuant to Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service no such 409A Payment shall be made no to the Employee sooner than the earlier than of (i) six (6) months after the first day of the seventh (7th) complete calendar month following such termination of employment, Employee’s Separation from Service; or (ii) the date of Employee’s death. Should this Section 12 otherwise result in the delay of in-kind benefits, consistent with any such benefit shall be made available to the provisions Employee by the Company during such delay period at Employee’s expense. Should this Section 12 result in payments or benefits to Employee at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as provided for in this Agreement, provided that any amounts that would have been payable earlier but for the application of this Section 409A. Any payment delayed by reason 12, as well as reimbursement of the prior sentence amount Employee paid for benefits pursuant to the preceding sentence, shall be paid out in a single lump lump-sum on the 409A Payment Date along with accrued interest at the end of such required delay period in order Prime Rate quoted by ▇▇ ▇▇▇▇▇▇ Chase on the date that payments or benefits, as applicable, to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided Employee should have been made under this Agreement orAgreement. For purposes of this Section 12, unless otherwise specified the term “Specified Employee” shall have the meaning set forth in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.

Section 409A Compliance. To the extent applicable, it is intended that All amounts payable under this Agreement are intended to comply with the provisions of “short term deferral” exception from Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”) specified in Treas. Reg. § 1.409A-l(b)(4) (or any successor provision) or the “separation pay plan” exception specified in Treas. Reg. § 1.409A-1 (b)(9) (or any successor provision). This Agreement , or both of them, and shall be administered interpreted in a manner consistent with the applicable exceptions. Notwithstanding the foregoing, to the extent that any amounts payable in accordance with this intentAgreement are subject to Section 409A, this Agreement shall be interpreted and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties administered in such a way as to comply with Section 409A (which amendment may be retroactive to the maximum extent permitted by Section 409A)possible. Unless otherwise expressly provided, any Each installment payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment of compensation for purposes of application of applying Section 409A. To the extent that If payment of any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be amount subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of triggered by a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation separation from Service) service that occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that while Employee is determined to be a “key specified employee” (as defined and determined under by Section 409A) of the Company at a time when its stock and if such amount is deemed scheduled to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon paid within six (6) months after such separation from service service, the amount shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence accrue without interest and shall be paid out in a single lump sum at the first business day after the end of such required delay period six-month period, or, if earlier, within 15 days following Employee’s death. “Termination of employment,” “resignation” or words of similar import, as used in order this Agreement shall mean, with respect to catch up any payments subject to the original Section 409A, Employee’s “separation from service” as defined by Section 409A. If any payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided is contingent on the delivery of a Release by the Employee and could occur in either of two calendar years, the payment will occur in the later year. Nothing in this Agreement shall be construed as a guarantee of any particular tax treatment to the Employee. The Employee shall be solely responsible for the tax consequences with respect to all amounts payable under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expensesAgreement, and the Employee in no event shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement have any responsibility or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to liability if this Agreement if it would cause the Agreement or does not meet any payment hereunder not to be in compliance with applicable requirements of Section 409A.

Section 409A Compliance. To the extent applicable, it is intended that All payments under this Agreement are intended to comply with or be exempt from the provisions requirements of Section 409A of the Internal Revenue Code and the guidance regulations promulgated thereunder (“Section 409A”). This Agreement shall be administered As used in a manner consistent with this intentAgreement, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by “Code” means the parties to comply with Section 409A (which amendment may be retroactive to Internal Revenue Code of 1986, as amended. To the extent permitted by under applicable regulations and/or other guidance of general applicability issued pursuant to Section 409A). Unless otherwise expressly provided, any payment of compensation by the Company reserves the right to Employee, whether pursuant to modify this Agreement to conform with any or otherwise, all relevant provisions regarding compensation and/or benefits so that such compensation and benefits are exempt from the provisions of 409A and/or otherwise comply with such provisions so as to avoid the tax consequences set forth in Section 409A and to assure that no payment or benefit shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a an “substantial risk of forfeitureadditional tax” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within provision in this Agreement is ambiguous as to its compliance with Section 409A, or to the definition of “short term deferrals” or “involuntary severance” under extent any provision in this Agreement must be modified to comply with Section 409A, such amounts provision shall be excluded from “deferred compensation” as allowed under Section 409A, and read in such a manner so that no payment due to the Executive shall not be subject to the following Section 409A compliance requirements. All payments of an “nonqualified deferred compensationadditional tax” (within the meaning of Section 409A409A(a)(1)(B) are intended of the Code. If necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” any payment on account of the Executive’s separation from service that would otherwise be due hereunder within six (6) months after such separation shall be delayed until the first business day of the seventh month following the date of termination of employment and the first such payment shall include the cumulative amount of any payments (without interest) that would have been paid prior to such date if not for such restriction. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of payment. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerateincluding, offset or assign any such deferred paymentwhere applicable, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event requirement that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) any reimbursement is for expenses incurred during the first day Executive’s lifetime (or during a shorter period of the seventh (7th) complete calendar month following such termination of employmenttime specified in this Agreement), or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one a calendar year may not affect the benefits provided during expenses eligible for reimbursement in any other calendar year; , (iiiii) reimbursements shall the reimbursement of an eligible expense will be paid no later than made on or before the end last day of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said periodexpense is incurred, and (iiiiv) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of Sections 8.1 and 11.2 unless the Executive would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). In no amendment event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be made imposed on the Executive by Section 409A or damages for failing to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance comply with Section 409A.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company the Employer to Employeethe Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th fifteenth (15th) day of the third (3rd) month (i.e., 2½ 22 months) after the later of the end of the calendar year or the CompanyEmployer’s fiscal year in which Employeethe Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any bonus or severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within amounts payable by the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject Employer to the following Section 409A compliance requirements. All payments of Executive constitute “nonqualified deferred compensation” (within the meaning of Section 409A) such payments are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee the Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee the Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company Employer at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (ia) the first (1st) day of the seventh (7th) complete calendar month following such termination of employment, or (iib) Employeethe Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company Employer program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee Executive incurs such expenses, and the Employee Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company Employer to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein The Executive shall be responsible for the payment of all taxes applicable to payments or benefits received from the Employer. It is the intent of the Employer that the provisions of this Agreement and all other plans and programs sponsored by the Employer be interpreted to comply in all respects with Section 409A; however, the Employer shall have no liability to the contraryExecutive, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not successor or beneficiary thereof, in the event taxes, penalties or excise taxes may ultimately be determined to be in compliance with Section 409A.applicable to any payment or benefit received by the Executive or any successor or beneficiary thereof.

Section 409A Compliance. To Payments and benefits payable pursuant to this Agreement are intended either to be exempt from Section 409A, e.g., as payments that would fall within the “short‐term deferral period” within the meaning of Treasury Regulation Section 1.409A‐1(b)(4), to the extent applicableavailable, it is intended that this Agreement or to comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). 409A. This Agreement shall be administered in a manner consistent interpreted to avoid any penalty or sanctions under Section 409A. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to the maximum extent permitted to be exempt from or compliant with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A and, if necessary, any such provision shall have no force and effect until be deemed amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A)and regulations thereunder. Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., In connection therewith: a. It is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and intended that each installment of any severance the payments provided for under this Agreement and benefits hereunder shall be treated as a separate payment “payment” for purposes of application of Section 409A. 409A. b. To the extent that payments and benefits under this Agreement are deferred compensation subject to Section 409A and are contingent upon Executive’s taking any severance payments come within the definition employment‐related action, including without limitation execution (and non‐revocation) of “short term deferrals” or “involuntary severance” under Section 409Aanother agreement, such as a release agreement, and the period within which such action(s) may be taken by Executive would begin in one calendar year and expire in the following calendar year, then such amounts or benefits shall be excluded from paid in such following calendar year. c. If as of the Termination Date, Executive is a “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensationspecified employee” (within the meaning of Section 409A409A(a)(2)(B) are intended or any successor provision thereto), then with regard to comply with the requirements any payment or provision of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it benefit that is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided as deferred compensation and is due upon or as a result of Executive’s “separation from service,” notwithstanding any contrary provision under this Agreement, such payment or benefit shall not be made or provided, to the extent making or providing such payment or benefit would result in additional taxes or interest under Section 409A, until the date with is the earlier of (A) expiration of the six‐month period measured from such “separation from service,” and (B) the date of Executive’s death (the “Delay Period”). Upon 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 absence of such delay) shall be paid or reimbursed to Executive in a lump‐sum, and any remaining payments and benefits due under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than or provided in accordance with the end of the calendar year following the year normal payment dates specified for them in which the Employee incurs such expensesthis Agreement. d. While this Agreement is intended to be exempt from or compliant with Section 409A, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end neither makes nor has made any representation, warranty or guarantee of said periodany federal, and (iii) the right to reimbursement state or in-kind benefits shall local tax consequences of Executive’s entitlements under this Agreement, including, but not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrarylimited to, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with under Section 409A.

Section 409A Compliance. To It is the extent applicable, it is intended intent of the parties that the payments and benefits under this Agreement comply with the provisions of (or be exempt from) Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder (“Code Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive and, accordingly, to the maximum extent permitted by Section 409A). Unless otherwise expressly providedpermitted, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall will be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance If the Employee notifies the Company (with Section 409A. No amount shall be paid prior specificity as to the earliest date on which it is permitted reason therefor) that the Employee believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Employee to be paid incur any additional tax or interest under Code Section 409A, and the Company concurs with such belief or the Company independently makes such determination, the Company will, after consulting with the Employee, reform such provision to try to comply with Code Section 409A and Employee shall have no discretion through good faith modification to the maximum extent reasonably appropriate to comply with Code Section 409A, provided, that this provision will not require the Company to incur any additional cost with respect to such arrangements. To the timing extent that any provision hereof is modified in order to comply with Code Section 409A, such modification will be made in good faith and will, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Employee and the Company of payments except as permitted the applicable provision without violating the provisions of Code Section 409A, provided, that this provision will not require the Company to incur any additional cost with respect to such arrangements. A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that are considered “nonqualified deferred compensation” under Section 409A. Any payments to which Code Section 409A applies which are subject unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to execution a “termination,” “termination of employment” or like terms will mean “separation from service.” If the Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a waiver “separation from service,” such payment or benefit will be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Employee, and release which may be executed and/or revoked (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 8 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to the Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. The Employee’s right to receive any installment payments pursuant to this Agreement will be treated as a right to receive a series of separate payments. To the extent that any expense reimbursement provided for by this Agreement does not qualify for exclusion from U.S. Federal income taxation, the Company will make the reimbursement to the Employee no later than December 31 of the calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) was incurred; the amount of expenses eligible for such reimbursement or in-kind benefits provided during one a calendar year may will not affect the benefits provided during any other amount of expenses eligible for such reimbursement in another calendar year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary Employee’s right to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefitbenefit from the Company. Notwithstanding anything herein the foregoing, the Company does not make any representation to the contrary, no amendment may be made to Employee that the payments or benefits provided under this Agreement if it would cause are exempt from, or satisfy, the Agreement requirements of Code Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless the Employee or any payment hereunder not beneficiary of the Employee for any tax, additional tax, interest or penalties that the Employee or any beneficiary of the Employee may incur in the event that any provision of this Agreement, or any amendment or modification thereof, or any other action taken with respect thereto, is deemed to be in compliance with violate any of the requirements of Code Section 409A.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to EmployeeExecutive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ 2 1/2 months) after the later of the end of the calendar year or the Company’s fiscal year in which EmployeeExecutive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)). For purposes of this Agreement, termination of employment shall be deemed to occur only upon “Separation separation from Serviceservice” shall have the meaning given to as such term is defined under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments (including payments on termination for “Good Reason”) come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts up to the lesser of two times the Executive’s annual compensation for the year preceding the year of termination or two times the Section 401(a)(17) limit for the year of termination, shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies payments which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Servicetermination of employment) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) EmployeeExecutive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee Executive incurs such expenses, and the Employee Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.

Section 409A Compliance. To the extent applicable, it This Agreement is intended that this Agreement to comply with the provisions of Section 409A of the Internal Revenue Code (“Code”) Section 409A and the guidance promulgated thereunder applicable Treasury Regulations (together, “Section 409A”). This Agreement ) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply complies with Section 409A (which amendment or an applicable exemption. Any payments under this Agreement that may be retroactive excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)possible. For purposes of this AgreementSection 409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments payment provided for under this Agreement shall be treated as a separate payment for purposes payment. Any payments to be made under this Agreement upon a termination of application of Section 409A. To the extent that any severance payments come within the definition of employment shall only be made upon a “short term deferrals” or “involuntary severanceseparation from service” under Section 409A409A. Notwithstanding the foregoing, such amounts shall be excluded from “deferred compensation” as allowed the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall not the Company be subject to the following Section 409A compliance requirements. All payments liable for all or any portion of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409Aany taxes, and shall be interpreted in accordance therewith. Neither party individually penalties, interest, or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which other expenses that may be executed and/or revoked in a calendar year following incurred by the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply Officer on account of non-compliance with Section 409A. In the event that Employee an amount payable under this Agreement is determined to be contingent upon the Officer signing a “key employee” (as defined Release during a Release Execution Period and determined under Section 409A) of such Release Execution Period begins in one tax year and ends in the Company at a time when its stock is deemed to be publicly traded on an established securities marketnext tax year, payments determined to be “nonqualified deferred compensation” payable upon separation from service such amount shall be made no earlier than paid on the later of (i) the first last day of the seventh (7th) complete calendar month following such termination of employmentRelease Execution Period, or (ii) Employee’s deathif applicable, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise date specified in writingSection 9(b), under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to payment date otherwise set forth in this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.Agreement.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company the Employer to Employeethe Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th fifteenth (15th) day of the third (3rd) month (i.e., 2½ months) after the later of the end of the calendar year or the CompanyEmployer’s fiscal year in which Employeethe Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any bonus or severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within amounts payable by the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject Employer to the following Section 409A compliance requirements. All payments of Executive constitute “nonqualified deferred compensation” (within the meaning of Section 409A) such payments are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee the Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee the Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company Employer at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (ia) the first (1st) day of the seventh (7th) complete calendar month following such termination of employment, or (iib) Employeethe Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company Employer program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee Executive incurs such expenses, and the Employee Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company Employer to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein The Executive shall be responsible for the payment of all taxes applicable to payments or benefits received from the Employer. It is the intent of the Employer that the provisions of this Agreement and all other plans and programs sponsored by the Employer be interpreted to comply in all respects with Section 409A; provided, however, the Employer shall have no liability to the contraryExecutive, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not successor or beneficiary thereof, in the event taxes, penalties or excise taxes may ultimately be determined to be in compliance with Section 409A.applicable to any payment or benefit received by the Executive or any successor or beneficiary thereof.

Section 409A Compliance. To This Agreement and any payments or benefits provided hereunder shall be interpreted, operated and administered in a manner intended to avoid the extent applicable, it is intended that this Agreement comply with the provisions imposition of additional taxes under Section 409A of the Internal Revenue Code and of 1986, as amended (the guidance promulgated thereunder (“Section 409ACode”). This Agreement shall Further, the Company and Executive hereto acknowledge and agree that the form and timing of the payments and benefits to be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether provided pursuant to this Agreement are intended to be exempt from, or otherwiseto comply with, shall be made no later than one or more exceptions to the 15th day requirements of Section 409A of the third month (i.e.Code. Notwithstanding anything contained herein to the contrary, 2½ months) after to the later extent required to avoid accelerated taxation or tax penalties under Section 409A of the end of the calendar year or the Company’s fiscal year in which Employee’s right Code, Executive shall not be considered to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” have terminated employment for purposes of Code this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A)409A of the Code. For In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. If the Executive is deemed on the date of termination to be a “Separation from Servicespecified employee” shall have within the meaning given to such of that term under Section 409A. Each 409A(a)(2)(B), then with regard to any payment and each installment or the provision of any severance benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death, to the extent required under Section 409A. Upon the expiration of the foregoing delay period, all payments provided for and benefits delayed pursuant to this Section 7 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” paid or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply provided in accordance with the requirements of Section 409A, and shall be interpreted in accordance therewithnormal payment dates specified for them herein. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with With respect to expenses eligible for reimbursement under the timing terms of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rulesAgreement: (i) the amount of such expenses eligible for reimbursement or in-kind benefits provided during one calendar in any taxable year may shall not affect the benefits provided during any other expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be paid made no later than the end of the calendar year following the calendar year in which the Employee incurs such expensesrelated expenses were incurred, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior except, in each case, to the end of said period, and (iii) extent that the right to reimbursement or in-kind benefits shall does not be subject to liquidation or exchange provide for another benefita “deferral of compensation” within the meaning of Section 409A of the Code. Notwithstanding anything herein In addition, notwithstanding any provision of this Agreement to the contrary, no amendment the Company and its affiliates, subsidiaries, successors, and each of its officers, directors, employees and representatives, neither represent nor warrant the tax treatment under any federal, state, local, or foreign laws or regulations thereunder (individually and collectively referred to as the “Tax Laws”) of any payment or benefits contemplated by this Agreement including, but not limited to, when and to what extent such payments or benefits may be made subject to this Agreement if it would cause tax, penalties and interest under the Agreement or any payment hereunder not to be in compliance with Section 409A.Tax Laws.

Section 409A Compliance. To (i) The intent of the extent applicable, it parties is intended that payments and benefits under this Agreement comply with Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Employee and the Company of the applicable provision without violating the provisions of Section 409A of 409A. In no event whatsoever shall the Internal Revenue Code and Company be liable for any additional tax, interest or penalty that may be imposed on the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Employee by Section 409A shall have no force and effect until amended by the parties or for damages for failing to comply with Section 409A 409A. (which amendment may ii) A termination of employment shall not be retroactive deemed to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” have occurred for purposes of Code any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A). For 409A and, for purposes of any such provision of this Agreement, references to a “Separation termination,” “termination of employment” or like terms shall mean “separation from Serviceservice.” If any payment to the Employee is conditioned upon the Employee’s providing a release of claims pursuant to Section 9, which payment is considered “nonqualified deferred compensation” under Section 409A, and which may be paid in either of two (2) taxable years of the Employee depending on the date such release of claims becomes irrevocable, such payment shall have be made on the later of January 8 of the later such taxable year or the day after the date such release of claims becomes irrevocable. Notwithstanding any other payment schedule provided herein to the contrary (including, without limitation, under Sections 8(d) and 8(f)), if the Employee is deemed on the date of termination to be a “specified employee” within the meaning given to such of that term under Section 409A. Each 409A(a)(2)(B), then with regard to any payment and each installment or the provision of any severance benefit that is considered “nonqualified deferred compensation” under Section 409A payable on account of a “separation from service,” that would, but for this sentence, be paid or provided before the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” such payment or benefit shall be made on the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” and (B) the date of the Employee’s death, to the extent required under Section 409A. Upon the expiration of the foregoing delay period, all payments provided for 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 to the Employee in a lump sum, and all remaining payments and benefits due under this Agreement shall be treated as a separate paid or provided in accordance with the normal payment dates specified for purposes of application of Section 409A. them herein. (iii) To the extent that any severance payments come within the definition of “short term deferrals” reimbursements or “involuntary severance” other in-kind benefits under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of this Agreement constitute “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements for purposes of Section 409A, and (A) all expenses or other reimbursements hereunder shall be interpreted in accordance therewith. Neither party individually made on or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to last day of the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar taxable year following the calendar taxable year in which such expenses were incurred by the payment event Employee, (such as Separation from ServiceB) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes of Section 409A, the Employee’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (v) Notwithstanding anything herein any other provision of this Agreement to the contrary, in no amendment may be made to event shall any payment or benefit under this Agreement if it would cause the Agreement or that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any payment hereunder not to be in compliance with other amount unless otherwise permitted by Section 409A.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the The parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent intend that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A409A payable to Employee under this Agreement (or under any plan or program maintained by the Employer in which Employee participates) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except paid in compliance with Section 409A. No amount shall be paid prior 409A such that there are no adverse tax consequences, interest, or penalties as a result of the payments. To the extent permitted by law, the parties agree to modify this Agreement to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as extent necessary to comply with Section 409A. In Anything in this Agreement to the event that contrary notwithstanding and except as set forth in this Section 6.10, if in connection with any payment or distribution by the Employer to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”), Employee is determined subject to, or is notified by the Internal Revenue Service that he is or will be subject to, penalty taxes imposed by Section 409A or if any interest or penalties are incurred by Employee with respect to such penalty taxes (such penalty taxes together with any such interest and penalties, are hereinafter collectively referred to as the “Section 409A Tax”), then Employee shall be entitled to receive an additional payment (a “key employee” Section 409A Gross-Up Payment”) in an amount such that after payment by Employee of all Section 409A Tax and all income taxes (as defined and determined under any interest and penalties imposed with respect thereto) imposed upon the Section 409A) 409A Gross-Up Payment, Employee retains an amount of the Company at 409A Gross-Up Payment equal to the Section 409A Tax imposed upon the Payment; provided, however, that the Employer shall only be responsible to make a time when its stock is deemed Section 409A Gross-Up Payment with respect to be publicly traded on an established securities market, payments determined the Section 409A Tax if the Section 409A Tax relates to be “nonqualified deferred compensation” payable upon separation or results from service shall be made no earlier than (i) the first day of the seventh Employer’s failure to operate a “nonqualified deferred compensation plan” (7thas such term is defined in Section 409A) complete calendar month following such termination of employment(a “NQDC”) in compliance with Section 409A on and after January 1, 2005; or (ii) Employee’s death, consistent the lack of compliance of any Employer NQDC document or documentation with Section 409A; or (iii) the provisions payment or distribution by the Employer (or by any Employer NQDC) of any NQDC amount if such payment or distribution is not in compliance with Section 409A. Any For the avoidance of doubt, the Employer shall not be responsible to make any Section 409A Gross-Up Payment if, (1) after a timely notice or request by the Employer to Employee, Employee refuses or fails to make a timely election to alter the timing of payment delayed by reason or distribution or (2) Employee, in his capacity as an officer of the prior sentence Employer, causes the Employer to take any action, or causes the Employer to fail to take any action, which causes Employee to be subject to a Section 409A Tax. Determinations required to be made under this Section 6.10 regarding the amount of the Section 409A Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm selected by the Employer (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Employer and Employee within thirty (30) business days of the receipt of notice from Employee that he is subject to a Section 409A Tax, or such earlier time as is reasonably requested by the Employer. All fees and expenses of the Accounting Firm shall be borne solely by the Employer. Any Section 409A Gross-Up Payment, as determined pursuant to this Section 6.10, shall be paid out by the Employer to Employee within thirty (30) days of the receipt of the Accounting Firm’s determination, but in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no event later than the end last day of the calendar year following the year in which Employee remits the Employee incurs such expenses, related taxes. Any determination by the Accounting Firm shall be binding upon the Employer and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.Employee.

Section 409A Compliance. (i) The intent of the parties is that payments and benefits under this Agreement be exempt from or comply with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from, and, to the extent not exempt, in compliance therewith. To the extent applicable, it that any provision hereof is intended that this Agreement modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Employee and the Company and Holdco of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company or Holdco be liable for any additional tax, interest or penalty that may be imposed on the Employee by Code Section 409A or damages for failing to comply with Code Section 409A. (ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the Internal Revenue six (6)-month period measured from the date of such “separation from service” of the Employee, and (B) the date of the Employee’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 20(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the guidance promulgated thereunder (“Section 409A”). This absence of such delay) shall be paid or reimbursed to the Employee in a lump sum, and all remaining payments and benefits due under this Agreement shall be administered paid or provided in a manner consistent accordance with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A normal payment dates specified for them herein. (which amendment may be retroactive to iii) To the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to that reimbursements or other in-kind benefits under this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a constitute “substantial risk of forfeiturenonqualified deferred compensation” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement (A) all expenses or other reimbursements hereunder shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” made on or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to last day of the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar taxable year following the calendar taxable year in which such expenses were incurred by the payment event Employee, (such as Separation from ServiceB) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes of Code Section 409A, the Employee’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (v) Notwithstanding anything herein any other provision of this Agreement to the contrary, in no amendment may be made to event shall any payment or benefit under this Agreement if it would cause the Agreement or that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any payment hereunder not to be in compliance with other amount unless otherwise permitted by Code Section 409A.

Section 409A Compliance. To the extent applicable, it (a) It is intended that any benefits under this Agreement comply with satisfy, to the provisions greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (“Section 409A”). This , provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement shall will be administered construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner consistent that complies with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with 409A. For purposes of Section 409A (which amendment may be retroactive to including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which EmployeeExecutive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each receive any installment of any severance payments provided for under this Agreement (whether severance payments, if any, 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. A termination of employment shall not be deemed to have occurred for purposes of application any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A. To 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of any release of claims, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of a release of claims could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed by the Company at the time of a separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any payments or benefits that the Executive becomes entitled to under this Agreement on account of such separation from service are deemed to be “deferred compensation,” then to the extent that delayed commencement of any severance portion of such payments come within or benefits is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the definition of “short term deferrals” or “involuntary severance” related adverse taxation under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and payments shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid provided prior to the earliest of (i) the expiration of the six (6)-month period measured from the date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to of separation from service, (ii) the timing date of payments except the Executive’s death or (iii) such earlier date as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution without the imposition of a waiver and release which may be executed and/or revoked in a calendar year adverse taxation. Upon the first (1st) business day following the calendar year in which the payment event (expiration of such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary period, all payments deferred pursuant to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence this paragraph shall be paid out in a single lump sum at the end sum, and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. (c) With regard to any provision herein that provides for reimbursement of such required delay period in order to catch up to the original payment schedule. All expense reimbursement costs and expenses or in-kind benefits subject to benefits, except as permitted by Section 409A provided under this Agreement or409A, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein , (ii) 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 the contrarybe provided, no amendment may in any other taxable year, and (iii) such payments shall be made to this Agreement if it would cause on or before the Agreement or any payment hereunder not to be last day of the Executive’s taxable year following the taxable year in compliance with Section 409A.which the expense was incurred.

Section 409A Compliance. To the extent applicableThe following rules shall apply, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A)necessary, with respect to distribution of the payments and benefits, if any, to be provided to the Executive under this Agreement. Unless otherwise expressly providedSubject to the provisions in this Section, any payment of compensation by Company to Employee, whether the severance payments pursuant to this Agreement or otherwise, shall be made no later than begin only upon the 15th day date of the third month Executive's “separation from service” (i.e., 2½ monthsdetermined as set forth below) which occurs on or after the later date of the end Executive's termination of employment. (a) This Agreement is intended to comply with Code Section 409A (to the calendar year or extent applicable) and the parties hereto agree to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply therewith and without resulting in any increase in the amounts owed hereunder by the Company’s fiscal year in which Employee’s right to such payment vests . (i.e., b) It is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and intended that each installment of any the severance payments and benefits provided for under this Agreement shall be treated as a separate payment “payment” for purposes of application Section 409 A of the Internal Revenue Code of 1986, as amended, and the guidance issued thereunder (“Section 409A”). Neither the Executive nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) If, as of the date of the Executive's “separation from service” from the Company, the Executive is not a “specified employee” (within the meaning of Section 409A. To 409 A), then each installment of the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts and benefits shall be excluded made on the dates and terms set forth in this Agreement. (d) If, as of the date of the Executive's “separation from service” from the Company, the Executive is a “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensationspecified employee” (within the meaning of Section 409A), then: (i) Each installment of the severance payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short- term deferral period (as defined in Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-l(b)(4) to the maximum extent permissible under Section 409A; and (ii) Each installment of the severance payments and benefits due under this Agreement that is not described in Section 7(d)(i) above and that would, absent this subsection, be paid within the six-month period following the Executive's “separation from service” from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive's death), with any such installments that are intended required to comply be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive's separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1 (b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-l(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the separation from service occurs. (e) The determination of whether and when the Executive's separation from service from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-l(h). Solely for purposes of this Section, “Company” shall include all persons with whom the Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-l(h)(3). (f) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior 409A to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (extent that such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement reimbursements or in-kind benefits are subject to Section 409A provided under this Agreement or409A, unless otherwise including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive's lifetime (or during a shorter period of time specified in writingthis Agreement), under any Company program or policy, shall be subject to the following rules: (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during one a calendar year may not affect the benefits provided during expenses eligible for reimbursement in any other calendar year; , (iiiii) reimbursements shall the reimbursement of an eligible expense will be paid no later than made on or before the end last day of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, expense is incurred and (iiiiv) the right to reimbursement or in-kind benefits shall is not be subject to set off or liquidation or exchange for another any other benefit. . (g) Notwithstanding anything herein to the contrary, the Company shall have no amendment may be made liability to the Executive or to any other person if the payments and benefits provided in this Agreement if it would cause the Agreement or any payment hereunder not that are intended to be in compliance exempt from or compliant with Section 409A.409A are not so exempt or compliant.

Section 409A Compliance. To (a) It is the extent applicable, it is intended intention of the Company and Grantee that the RSUs and other benefits awarded under this Award Agreement shall comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder its implementing regulations (“Section 409A”). This Agreement ) and shall be administered interpreted in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive . Notwithstanding anything to the extent permitted by Section 409A). Unless otherwise expressly providedcontrary contained herein, any payment a termination of compensation by Company Grantee’s employment shall not be deemed to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” have occurred for purposes of Code Section 409A). For purposes of making any payments under this Agreement, Award Agreement unless such termination gives rise to a “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A, a “Separation from Service”) are intended and references to “termination of employment” shall mean Separation from Service. In the event that the Company or Grantee reasonably determines that any award under this Award Agreement fails to comply with Section 409A, the Company and Grantee shall work together to adopt such amendments to this Award Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effective to the extent allowable by applicable laws), or take any other commercially reasonable actions necessary or appropriate to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event 409A. (such as Separation from Serviceb) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee Grantee is determined to be a “key specified employee” (as defined within the meaning of Section 409A(a)(2)(B)(i) and determined under Section 409A) of the Company at a time when its stock Award is deemed to be publicly traded on an established securities market, payments determined considered to be “nonqualified deferred compensation” payable upon separation Grantee’s “Separation from service Service” as defined below, any payment under this Award Agreement which results from a Separation from Service shall be made no delayed until the earlier than of (i) the first day of the seventh (7th) complete calendar month following such termination of employmentbeginning after ▇▇▇▇▇▇▇’s Separation from Service, or (ii) EmployeeGrantee’s death, consistent if such a delay is necessary to avoid the imposition of additional tax and interest on Grantee under Section 409A(a)(1)(B). (c) Nothing in this Agreement shall be construed as a guarantee of any particular tax treatment to Grantee. Grantee shall be solely responsible for the tax consequences with respect to all amounts payable under this Award Agreement, and in no event shall the provisions Company have any responsibility or liability if this Award Agreement does not meet any applicable requirements of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.

Section 409A Compliance. To (A) The intent of the extent applicable, it parties is intended that payments and benefits under this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”). This Agreement shall be administered in a manner consistent with this intent) and, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive accordingly, to the maximum extent permitted by Section 409A). Unless otherwise expressly providedpermitted, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated interpreted to be in compliance therewith. By way of example, any reference to “termination” or “termination of employment” under this Agreement, to the extent it creates the right to receive deferred compensation as a separate payment for purposes defined under Code Section 409A, shall be interpreted and applied in the manner to comply with the definition of application “separation from service” as provided under Code Section 409A. Similarly, to the extent the term “disability” is applied under this agreement to create the right to receive deferred compensation as defined under Code Section 409A, such term will be interpreted and applied in the manner to comply with the definition of such term under Code Section 409A. If Executive notifies the Company (with specificity as to the reason therefore) that Executive believes that 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 Code Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with Executive, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under provision hereof is modified in order to comply with Code Section 409A, such amounts modification shall be excluded from “deferred compensation” as allowed under Section 409Amade in good faith and shall, and shall not be subject to the following maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company of the applicable provision without violating the provisions of Code Section 409A compliance requirements. All payments 409A. (B) Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the date of termination to be a “nonqualified deferred compensationspecified employee” (within the meaning of that term under Code Section 409A) are intended 409A(a)(2)(B), then with regard to comply with any payment or the requirements provision of Section 409A, and shall any benefit that is required to be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except delayed in compliance with Code Section 409A. No amount 409A(a)(2)(B), such payment or benefit shall not be paid made or provided (subject to the last sentence of this Section 15(B)) prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing earlier of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day expiration of the seventh six (7th) complete calendar month following 6)-month period measured from the date of Executive’s “separation from service” (as such termination of employmentterm is defined under Code Section 409A), or and (ii) Employeethe date of Executive’s death, consistent with death (the provisions of Section 409A. Any payment delayed by reason “Delay Period”). Upon the expiration of the prior sentence Delay Period, all payments and benefits delayed pursuant to this Section 15(B) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid out or reimbursed to Executive in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind sum, and any remaining payments and benefits subject to Section 409A provided due under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the following rules: (i) 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 cost of the premiums for such welfare benefits during the Delay Period and the Company shall pay Executive an amount equal to the amount of expenses eligible for reimbursement or in-kind benefits provided such premiums paid by Executive during one calendar year may not affect the benefits provided during any other year; Delay Period promptly after its conclusion. (iiC) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the The right to reimbursement or to any in-kind benefits benefit pursuant to this Agreement shall not be subject to liquidation or exchange for another any other benefit. Notwithstanding anything herein to Each payment made under this Agreement shall be designated as a “separate payment” within the contrarymeaning of Section 409A. (D) In no event whatsoever shall the Company be liable for any additional tax, no amendment interest or penalties that may be made to this Agreement if it would cause the Agreement imposed on Executive by Code Section 409A or any payment hereunder not damages for failing to be in compliance comply with Code Section 409A.

Section 409A Compliance. To The following provisions shall apply if Grantee is a U.S. Taxpayer. Notwithstanding the extent applicableforegoing provisions of this Agreement, it is intended no Shares or amounts payable hereunder in connection with a termination of your employment that this Agreement comply with are subject to Section 409A of the provisions Code as deferred compensation (and do not qualify for the “short term deferral” or any other exemption under applicable U.S. Treasury Regulations) and that are payable upon a termination of your employment (“Separation Payments”) shall be paid unless the termination constitutes a “separation from service,” within the meaning of Section 409A of the Internal Revenue Code. In addition, if you are a “specified employee,” within the meaning of Section 409A of the Code, at the time of a separation from service, any Separation Payments payable in connection with a separation from service shall instead be paid on the first business day following the earlier to occur of (a) the expiration of the six (6)-month period following your separation from service or (b) your death, if necessary to comply with Section 409A of the Code. The Restricted Stock Units are intended to be exempt from or compliant with Section 409A of the Code and the guidance promulgated thereunder (“U.S. Treasury Regulations relating thereto so as not to subject Grantee to the payment of additional taxes and interest under Section 409A”)409A of the Code or other adverse tax consequences. This In furtherance of this intent, the provisions of this Agreement shall will be interpreted, operated, and administered in a manner consistent with these intentions. The Committee may modify the terms of this intentAgreement, and any provision the Plan or both, without the consent of Grantee, in the manner that would cause the Agreement Committee may determine to fail to satisfy Section 409A shall have no force and effect until amended by the parties be necessary or advisable in order to comply with Section 409A (which amendment of the Code or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may be retroactive to apply under Section 409A of the extent permitted by Code if compliance is not practical. This Section 409A). Unless otherwise expressly provided, any payment 18 does not create an obligation on the part of compensation by the Company to Employee, whether pursuant to modify the terms of this Agreement or otherwise, shall be made no later than the 15th day Plan and does not guarantee that the Restricted Stock Units or the delivery of Shares upon vesting/settlement of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall Restricted Stock Units will not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409Ataxes, interest and shall be interpreted in accordance therewith. Neither party individually penalties or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid other adverse tax consequences under Section 409A and Employee of the Code. In no event whatsoever shall have no discretion with respect Arrow or any of its Subsidiaries or Affiliates be liable to the timing of payments except as permitted under Section 409A. Any payments to which any party for any additional tax, interest or penalties that may be imposed on Grantee by Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary Code or any damages for failing to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) 409A of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) Code or for any action taken by the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.Committee.

Section 409A Compliance. To (i) The intent of the extent applicable, it parties is intended that payments and benefits under this Agreement comply with the provisions of Section 409A of the Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”). This ) and, accordingly, to the maximum extent permitted, this Agreement shall be administered interpreted to be in a manner consistent with this intent, and compliance therewith. To the extent that any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Employee by Code Section 409A or damages for failing to comply with Code Section 409A. (ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which amendment may be retroactive is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Employee, and (B) the date of the Employee’s death, to the extent permitted by required under Code Section 409A). Unless otherwise expressly provided409A. Upon the expiration of the foregoing delay period, any payment of compensation by Company to Employee, whether all payments and benefits delayed pursuant to this Agreement Section 20(b)(ii) (whether they would have otherwise been payable in a single sum or otherwise, in installments in the absence of such delay) shall be made no later than paid or reimbursed to the 15th day of Employee in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the third month normal payment dates specified for them herein. (i.e., 2½ monthsiii) after To the later of the end of the calendar year extent that reimbursements or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a other in-kind benefits under this Agreement constitute “substantial risk of forfeiturenonqualified deferred compensation” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement (A) all expenses or other reimbursements hereunder shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” made on or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to last day of the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar taxable year following the calendar taxable year in which such expenses were incurred by the payment event Employee, (such as Separation from ServiceB) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes of Code Section 409A, the Employee’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (v) Notwithstanding anything herein any other provision of this Agreement to the contrary, in no amendment may be made to event shall any payment or benefit under this Agreement if it would cause the Agreement or that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any payment hereunder not to be in compliance with other amount unless otherwise permitted by Code Section 409A.

Section 409A Compliance. To (i) The intent of the extent applicable, it parties is intended that payments and benefits under this Agreement comply with the provisions of Section 409A of the Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive accordingly, to the maximum extent permitted by Section 409A). Unless otherwise expressly providedpermitted, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated interpreted to be in compliance therewith. If the Executive notifies the Company (with specificity as a separate payment for purposes to the reason therefore) that the Executive believes that any provision of application this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A 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 the Executive, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under provision hereof is modified in order to comply with Code Section 409A, such amounts modification shall be excluded from “deferred compensation” as allowed under Section 409Amade in good faith and shall, and shall not be subject to the following maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A compliance requirements. All payments 409A. (ii) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “nonqualified deferred compensationspecified employee” (within the meaning of that term under Code Section 409A) are intended 409A(a)(2)(B), then with regard to comply with any payment or the requirements provision of Section 409A, and shall any benefit that is required to be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except delayed in compliance with Code Section 409A. No amount 409A(a)(2)(B), such payment or benefit shall not be made or provided (subject to the last sentence of this Section 7(b)(ii)) prior to the earlier of (A) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service” (as such term is defined under Code Section 409A), and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid prior or reimbursed to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked Executive in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expensessum, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.any

Section 409A Compliance. To Employee, Sinclair and the extent applicable, it is intended Company intend that the payments and benefits provided under this Agreement shall either be exempt from the application of, or comply with with, the provisions requirements of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). 409A. This Agreement shall be administered construed in a manner consistent with this intentthat affects the Employee’s, ▇▇▇▇▇▇▇▇’▇ and any provision that would cause the Agreement Company’s intent to fail to satisfy Section 409A shall have no force and effect until amended by the parties to be exempt from or comply with Section 409A (which amendment 409A. Nevertheless, the tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Company nor their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the Employee as a result of this Agreement. This Agreement may not be retroactive amended in any way that results in a violation of Section 409A. In particular, except to the extent permitted by regulatory or other guidance issued by the Internal Revenue Service under Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day 409A(a)(3) of the third month (i.e.Code, 2½ months) after the later no amendment of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as in any way (including a separate change in form of distribution) result in acceleration of the timing or amount of any payment for purposes (or any portion thereof) of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed that is due under Section 409Athis Agreement. An amendment that permits acceleration for any one or more of the reasons that constitute exceptions to the prohibition on acceleration of payments, and pursuant to Treas. Regs. § 1.409A-3(j), shall not be subject deemed to be in violation of this Section 9.14. Notwithstanding any provision of this Agreement to the following Section 409A compliance requirements. All payments of contrary, if Employee is regarded as a “nonqualified deferred compensationspecified employee” (within the meaning of Section 409A409A(a)(2)(B) are intended to comply with of the requirements Code and the regulations promulgated thereunder, he may not receive any payment(s) of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign “deferred compensation” upon any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation “separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employeeservice” (as defined and determined under in Section 409A4.1(e)), unless such payment(s) are made on or after the date that is six (6) months after the date of such separation from service (or if earlier, the Company at a time when its stock is deemed date of death of such specified employee). Instead, any such payments to which such specified employee would otherwise be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon entitled during the first six (6) months following such separation from service shall be made no earlier than (i) accumulated and paid on the first day of the seventh (7th) complete calendar month following such termination the date of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.separation from service.

Section 409A Compliance. To the extent applicable, it 9.13.1 This Agreement is intended that this Agreement to comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (“Section 409A”), or an exemption thereunder. This Agreement shall be construed and administered in accordance with Section 409A. 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 consistent so that all payments hereunder comply with Section 409A. The parties agree that this intentAgreement may be amended, as reasonably requested by either party, and any provision that would cause the Agreement as may be necessary to fail to satisfy Section 409A shall have no force and effect until amended by the parties to fully comply with Section 409A (which amendment may be retroactive and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Notwithstanding any other provision of this Agreement to the extent permitted by Section 409A). Unless otherwise expressly providedcontrary, any payment of compensation by Company to Employee, whether pursuant to payments provided under this Agreement or otherwise, shall be made no later than the 15th day of the third month upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., including a voluntary separation from service for good reason that is not subject to a “substantial risk of forfeiture” considered an involuntary separation for purposes of Code the separation pay exception under Treasury Regulation 1.409A-1(n)(2)) or as a short-term deferral shall be excluded from Section 409A)409A to the maximum extent possible. For purposes of this AgreementSection 409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments payment provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirementspayment. All Any payments of “nonqualified deferred compensation” subject to Section 409A (within e.g., payments and benefits that do not qualify as a short-term deferral or as a separation pay exception) to be made under this Agreement upon a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding the meaning of Section 409A) are intended to foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the requirements Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A. 9.13.2 Notwithstanding any other provision of this Agreement, if at the time of the Executive’s termination of employment, the Executive is a “specified employee”, determined in accordance with Section 409A, any payments and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid benefits provided under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event this Agreement that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be constitute “nonqualified deferred compensation” payable upon subject to Section 409A (e.g., payments and benefits that do not qualify as a short-term deferral or as a separation pay exception) that are provided to the Executive on account of the Executive’s separation from service shall not be made no earlier than (i) paid until the first day payroll date to occur following the six-month anniversary of the seventh Executive’s termination date (7th) complete calendar “Specified Employee Payment Date”). The aggregate amount of any payments that would otherwise have been made during such six-month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence period shall be paid out in a single lump sum at on the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement orSpecified Employee Payment Date without interest and thereafter, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements remaining payments shall be paid no without delay in accordance with their original schedule. If the Executive dies during the six-month period, any delayed payments shall be paid to the Executive’s estate in a lump sum upon the Executive’s death. To the extent that the foregoing applies to the provision of benefits (including, but not limited to, life insurance and medical insurance), such benefit coverage shall nonetheless be provided to the Executive during the first six months following his separation from service (the “Six-Month Period”), provided that, during such Six-Month Period, the Executive pays to the Company, on a monthly basis in advance, an amount equal to the Monthly Cost (as defined below) of such benefit coverage. The Company shall reimburse the Executive for any such payments made by the Executive in a lump sum not later than 30 days following the end sixth-month anniversary of the calendar year following Executive’s separation from service. For purposes of this subparagraph, “Monthly Cost” means the year in which minimum dollar amount which, if paid by the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements Executive on a timely monthly basis in advance, results in the Executive not being required to permit recognize any federal income tax on receipt of the Company to make all such reimbursement payments prior to benefit coverage during the end of said period, and (iii) the right to reimbursement or inSix-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.Month Period.

Section 409A Compliance. To the extent applicable, it is (a) The RSUs provided hereunder are intended that this Agreement to comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (“Section 409A”). This , and this Grant Agreement and the Plan shall be administered in a manner consistent with this intentconstrued and interpreted accordingly. If, and any provision that would cause at the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day time of the third month (i.e., 2½ months) after the later of the end of the calendar year or the CompanyParticipant’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service, (i) the Participant is a “specified employee” shall have (within the meaning given of Section 409A and using the identification methodology selected by the Company from time to such term under Section 409A. Each payment time) and each installment of any severance payments provided for (ii) the Company shall make a good faith determination that an amount payable under this Grant Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “constitutes deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” compensation (within the meaning of Section 409A) are intended the payment of which is required to comply with be delayed pursuant to the requirements of six-month delay rule set forth in Section 409A in order to avoid any accelerated or additional taxes or penalties under Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of then the Company at a time when its stock is deemed to be publicly traded shall not pay such amount or deliver such Shares on an established securities marketthe otherwise-scheduled payment date, payments determined to be “nonqualified deferred compensation” payable upon separation from service but shall be made no earlier than (i) instead accumulate such amount and pay it or deliver such Shares, without interest or adjustment, on the first business day of after such six-month period (or, if earlier, upon the seventh (7th) complete calendar month following such termination of employment, or (ii) EmployeeParticipant’s death, consistent with the provisions ). (b) Notwithstanding any provision of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Grant Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment the Company reserves the right to make amendments to this Grant Agreement or the Plan as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A; provided, that this Paragraph 9 does not create any obligation of the Company take any such action. Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be made imposed on Participant or for Participant’s account in connection with the Plan or the Grant Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold the Participant harmless from any or all of such taxes or penalties. The Company makes no representations concerning the tax consequences of the Participant’s participation in the Plan or this Grant Agreement if it would cause under Section 409A of the Agreement Code or any payment hereunder not to be in compliance with Section 409A.other Federal, state or local tax law.