Common use of Section 409A Compliance Clause in Contracts

Section 409A Compliance. 13.1 To the extent applicable, it is intended that any amounts payable under this Agreement shall either be exempt from Section 409A of the Code or shall comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not to subject Employee to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code. 13.2 Notwithstanding any provisions of this Agreement to the contrary, if Employee is a “specified employee” (within the meaning of Section 409A of the Code and the regulations adopted thereunder) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything in this Agreement to the contrary, distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (as determined in accordance with Section 409A of the Code and the regulations adopted thereunder). Each payment under this Agreement shall be regarded as a “separate payment” and not of a series of payments for purposes of Section 409A of the Code. 13.3 Except as otherwise specifically provided in this Agreement, if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Code, the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement shall be made as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policy, but in no event later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred; and (iv) the Employee’s entitlement to reimbursement shall not be subject to liquidation or exchange for another benefit.

Section 409A Compliance. 13.1 To the extent applicable, it is intended that any amounts payable under this Agreement shall either be exempt from Section 409A of the Code or shall comply with 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 payment qualifies for an exception to the requirements of Section 409A (including Treasury regulations or complies with the requirements of Section 409A. The Company believes, but does not and other published guidance related thereto) so as cannot warrant or guaranty, that the payments due pursuant to subject Employee this Grant Agreement qualify for the short-term deferral exception to payment of any additional tax, penalty or interest imposed under Section 409A of the Codeas set forth in Treasury Regulation Section 1.409A-1(b)(4). The provisions of this Agreement shall be construed and interpreted Notwithstanding anything to the maximum extent permitted contrary in this Grant Agreement, if the Company determines that neither the short-term deferral exception nor any other exception to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (applies to the nearest payments due pursuant to this Grant Agreement, to the extent reasonably possible) any payments are due on the intended benefit payable to Employee. Notwithstanding the foregoingGrantee’s termination of employment, the Company makes no representations regarding the tax treatment term “termination of any payments hereunder, and the Employee employment” shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreementmean “separation from service” as defined in Treasury Regulation Section 1.409A-1(h). Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code. 13.2 Notwithstanding any provisions of this Agreement to the contraryIn addition, if Employee Grantee is a “specified employee” (within the meaning of as defined in Treasury Regulation Section 409A of the Code 1.409A-1(i)) and the regulations adopted thereunder) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable due pursuant to this Grant Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available are payable on the earlier of (i) the first business day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything in this Agreement to the contrary, distributions upon termination of Employee’s employment shall be interpreted to mean EmployeeGrantee’s “separation from service,” with then such payments shall be paid on the Company (as determined first business day following the expiration of the six month period following the Grantee’s “separation from service.” This Grant Agreement shall be operated in accordance compliance with Section 409A or an exception thereto and each provision of the Code and the regulations adopted thereunder). Each payment under this Grant Agreement shall be regarded as a “separate payment” and not of a series of payments for purposes of interpreted, to the extent possible, to comply with Section 409A of or to qualify for an applicable exception. The Grantee remains solely responsible for any adverse tax consequences imposed upon the Code. 13.3 Except as otherwise specifically provided in this Agreement, if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Grantee by Section 409A of the Code, the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement shall be made as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policy, but in no event later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred; and (iv) the Employee’s entitlement to reimbursement shall not be subject to liquidation or exchange for another benefit.409A.

Section 409A Compliance. 13.1 To the extent applicable, it is intended that any amounts payable under this Agreement shall either be exempt from Section 409A of the Code or shall comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not to subject Employee to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted Notwithstanding anything to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code. 13.2 Notwithstanding any provisions of this Agreement to the contrary, if Employee is a “specified employee” (within the meaning of Section 409A of the Code and the regulations adopted thereunder) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything contrary in this Agreement to the contraryAgreement, distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (as determined in accordance with Section 409A of the Code in-kind benefits and the regulations adopted thereunder). Each payment reimbursements provided under this Agreement shall be regarded as a “separate payment” and not of a series of payments for purposes of Section 409A of the Code. 13.3 Except as otherwise specifically provided in this Agreement, if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Code, the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement shall be made as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policyrequirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), but such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in no event later any other calendar year, other than an arrangement providing for the last day reimbursement of Employee’s taxable year following the taxable year medical expenses referred to in which the expense was incurred; Code Section 105(b), and (iv) the Employee’s entitlement to reimbursement any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary 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 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 above and the parachute payment provisions of Section 11(a) above 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 Playa Resorts 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 Playa Resorts and each employer treated as a single employer with Playa Resorts 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 Playa Resorts 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 at such time as Executive has a separation from service (within the meaning of Code Section 409A) from Playa Resorts and each employer treated as a single employer with Playa Resorts, as determined above.

Section 409A Compliance. 13.1 12.1 To the extent applicable, it is intended that any amounts payable under this Agreement shall either be exempt from Section 409A of the Code or shall comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not to subject Employee to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code. 13.2 12.2 Notwithstanding any provisions of this Agreement to the contrary, if Employee is a “specified employee” (within the meaning of Section 409A of the Code and the regulations adopted thereunder) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything in this Agreement to the contrary, distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (as determined in accordance with Section 409A of the Code and the regulations adopted thereunder). Each payment under this Agreement shall be regarded as a “separate payment” and not of a series of payments for purposes of Section 409A of the Code. 13.3 12.3 Except as otherwise specifically provided in this Agreement, if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Code, the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement shall be made as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policy, but in no event later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred; and (iv) the Employee’s entitlement to reimbursement shall not be subject to liquidation or exchange for another benefit.

Section 409A Compliance. 13.1 To Notwithstanding anything set forth in this Agreement to the contrary and only to the extent applicablenecessary to comply with the requirements of Code Section 409A, it is intended that any amounts no amount payable under pursuant to this Agreement shall either be exempt from which constitutes a “deferral of compensation” within the meaning of the final Treasury Regulations issued pursuant to Code Section 409A shall be paid unless and until the Executive has incurred a termination of employment that qualifies as a “separation from service” within the meaning of Code Section 409A Regulations. Furthermore, to the extent that the Executive is a “specified employee” within the meaning of the Code or shall Section 409A and only to the extent necessary to comply with the requirements of Code Section 409A (including Treasury regulations and other published guidance related thereto) so 409A, as not to subject Employee to payment of any additional tax, penalty or interest imposed under Section 409A of the Codedate of the Executive’s separation from service, any amount that constitutes a deferral of compensation which is payable on account of the Executive’s separation from service shall instead be paid to the Executive on the date (the “Delayed Payment Date”) which is the first day of the seventh month after the date of the Executive’s separation from service or, if earlier, the date of the Executive’s death following such separation from service. All such amounts that would, but for this Section 18, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. The Company intends that payments or benefits provided to the Executive pursuant to this Agreement will not be subject to taxation under Code Section 409A. The provisions of this Agreement shall be interpreted and construed and interpreted to the maximum extent permitted to avoid the imputation in favor of satisfying any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code. 13.2 Notwithstanding any provisions of this Agreement to the contrary, if Employee is a “specified employee” (within the meaning of Section 409A of the Code and the regulations adopted thereunder) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything in this Agreement to the contrary, distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (as determined in accordance with Section 409A of the Code and the regulations adopted thereunder). Each payment under this Agreement shall be regarded as a “separate payment” and not of a series of payments for purposes requirements of Section 409A of the Code. 13.3 Except as otherwise specifically provided in . However, the Company does not guarantee any particular tax effect for income received by the Executive pursuant to this Agreement. In any event, if any reimbursement except for the Company’s obligations to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Code, the following additional rules shall apply: (i) properly withhold applicable income and employment taxes from compensation paid or provided to the reimbursable expense must have been incurredExecutive, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) timely make Gross-Up Payments as specified under Section 11 of the amount Agreement, and (iii) determine in good faith the amounts and timing of payments of nonqualified deferred compensation amounts (if any) that are to be paid to Executive, the Company shall not be responsible for the payment of any applicable taxes that are imposed on Executive for compensation paid or provided to the Executive pursuant to this Agreement. Notwithstanding anything herein to the contrary, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (1) the expenses eligible for reimbursement during any or in-kind benefits in one taxable year will shall not affect the amount of expenses eligible for reimbursement or in-kind benefits in any other taxable year; (iii2) the reimbursement of eligible expenses or in-kind benefits shall be made as soon as practicable after Employee’s submission of such expenses in accordance with promptly, subject to the Company’s policyapplicable policies, but in no event later than the last day end of Employee’s taxable the year following after the taxable year in which the such expense was incurred; and (iv3) the Employee’s entitlement right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Section 409A Compliance. 13.1 To the extent applicable, it is intended that any amounts payable under this Agreement shall either be exempt from Section 409A of the Code or shall comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not All payments pursuant to subject Employee to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted subject to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code. 13.2 Notwithstanding any provisions of this Section 11. This Agreement is intended to be interpreted and operated to the contrary, if Employee is a “specified employee” (within fullest extent possible so that the meaning payments and benefits under this Agreement either shall be exempt from the requirements of Section 409A of the Internal Revenue Code and of 1986, as amended (“Section 409A”) or shall comply with the regulations adopted thereunder) at requirements of Section 409A; provided, however, that notwithstanding anything to the time contrary in this Agreement in no event shall the Company be liable to the Employee for or with respect to any taxes, penalties or interest which may be imposed upon the Employee pursuant to Section 409A. For purposes of Employee’s this Agreement, the date on which a “separation from service service” pursuant to Section 409A (“Separation from Service”) occurs shall be treated as the termination of employment date for purposes of determining the timing of payments under this Agreement to the extent necessary to have such payments and if any portion benefits under this Agreement be exempt from the requirements of Section 409A or comply with the requirements of Section 409A. For purposes of determining whether a Separation from Service has occurred for purposes of Section 409A, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by the Employee to less than fifty percent (50%) of the payments average level of services performed by the Employee during the immediately preceding 12-month period (or benefits to be received by Employee upon separation from period of service would be considered deferred compensation under Section 409A of if less than twelve (12) months). (a) To the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts extent that would otherwise be payable any payment or benefit pursuant to this Agreement during constitutes a “deferral of compensation” subject to Section 409A (after taking into account to the six-month period immediately following maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of the Employee’s separation Separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided Service, the Employee is a Specified Employee, then to the extent required for Employee not to incur additional taxes pursuant to this Agreement during Section 409A, no such 409A Payment shall be made to the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on Employee sooner than the earlier of (i) six (6) months after the first business day of the seventh month following Employee’s Separation from Service; or (ii) the date of Employee’s separation from service and (ii) death. Should this Section 11 otherwise result in the delay of in-kind benefits, any such benefit shall be made available to the Employee by the Company during such delay period at Employee’s deathexpense. Notwithstanding anything Should this Section 11 result in payments or benefits to Employee at a later time than otherwise would have been made under this Agreement Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Section 409A (the contrary“409A Payment Date”), distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (shall make such payments and provide such benefits as determined in accordance with Section 409A of the Code and the regulations adopted thereunder). Each payment under this Agreement shall be regarded as a “separate payment” and not of a series of payments provided for purposes of Section 409A of the Code. 13.3 Except as otherwise specifically provided in this Agreement, if provided that any amounts that would have been payable earlier but for the application of this Section 11, as well as reimbursement of the amount Employee paid for benefits pursuant to which the preceding sentence, shall be paid in lump-sum on the 409A Payment Date along with accrued interest at the Prime Rate quoted by ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ on the date that payments or benefits, as applicable, to Employee is entitled should have been made under this Agreement would constitute deferred compensation subject to Agreement. For purposes of this Section 409A of the Code11, the following additional rules term “Specified Employee” shall apply: (i) have the reimbursable expense must have been incurred, except as otherwise expressly provided meaning set forth in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement shall be made as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policy, but in no event later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred; and (iv) the Employee’s entitlement to reimbursement shall not be subject to liquidation or exchange for another benefit.Section 409A.

Section 409A Compliance. 13.1 To the extent applicable, it It is intended that any amounts payable under the provisions of this Agreement shall either be comply with or are exempt from Section 409A of the Code Internal Revenue Code, and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or shall comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not to subject Employee to payment of any additional tax, penalty or interest imposed penalties under Section 409A of the Internal Revenue Code. The provisions of this Agreement shall be construed and interpreted Notwithstanding any other payment schedule provided herein to the maximum extent permitted contrary, if you are deemed on the termination of your employment to avoid be a “specified employee” within the imputation meaning of that term under Section 409A(a)(2)(B) of the Internal Revenue Code, then any such additional tax, penalty or interest payment that is considered deferred compensation under Section 409A of the Internal Revenue Code yet preserve payable on account of a “separation from service” shall be made on the date which is the earlier of (i) the expiration of the six month period measured from the date of your “separation from service;” and (ii) the date of your death (the “Delay Period”) to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with required under Section 409A of the Internal Revenue Code. 13.2 Notwithstanding . Upon the expiration of the Delay Period, all payments delayed pursuant to the immediately preceding sentence shall be paid to you in a lump sum and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of Section 409A of the Internal Revenue Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any provisions deferred compensation payable upon a termination of employment hereunder, references in this Agreement to the contrary, if Employee is a “specified employeetermination of employment” (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A of the Code and Internal Revenue Code. For the regulations adopted thereunder) at the time avoidance of Employee’s separation doubt, it is intended that any expense reimbursement made to you hereunder will be exempt from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A of the Code and Internal Revenue Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything in this Agreement to the contrary, distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (as determined in accordance with Section 409A of the Code and the regulations adopted thereunder). Each payment under this Agreement shall be regarded as a “separate payment” and not of a series of payments for purposes meaning of Section 409A of the Code. 13.3 Except as otherwise specifically provided in this Agreement, if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Internal Revenue Code, the following additional rules shall apply: then (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (iia) the amount of expenses eligible for the expense reimbursement during any one taxable year will not affect the amount of expenses eligible for the expense reimbursement in during any other taxable year; , (iiib) the expense reimbursement shall will be made as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policy, but in no event later than on or before the last day of Employee’s taxable the year following the taxable year in which the expense was incurred; and (ivc) the Employee’s entitlement right to expense reimbursement shall hereunder will not be subject to liquidation or exchange for another benefit.. [Signature page follows]

Section 409A Compliance. 13.1 To the extent applicable, it (a) The Company and Executive agree that this Employment Agreement will be administered and interpreted in good faith in a manner which is intended to minimize the risk that any amounts payable under this Agreement shall either Executive will be exempt from Section 409A of the Code or shall comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not subject to subject Employee to payment of any additional tax, penalty or interest imposed tax under Section 409A of the Code. The provisions Internal Revenue Code of 1986, as amended (“Section 409A”), with respect to any payments to be made or benefits to be provided to Executive by the Company pursuant to the terms of this Agreement shall be construed and interpreted to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunderEmployment Agreement, and the Employee Company and Executive agree to cooperate fully and in good faith with one another to seek to minimize such risk. (b) Notwithstanding any other provision of this Employment Agreement, no payments shall be responsible for any made and all applicable taxes, other than the Companyno benefits shall be provided under this Employment Agreement as a result of Executive’s share termination of employment taxes on unless Executive has a “separation from service” within the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel meaning of Section 409A in connection with Section 409A such termination of employment, and Executive and the Company acknowledge and agree that a “separation from service” may come before, after or coincide with any such termination of employment and that the payments otherwise to be made at a termination of employment and that the benefits otherwise to be provided at a termination of employment shall only be made or provided at the time of the Code. 13.2 Notwithstanding related “separation from service”. Furthermore, Executive and the Company acknowledge and agree that all or any provisions part of this Agreement any payment to be made or benefit to be provided to Executive during the contrary, 6 month and 1 day period which starts on the date Executive has a “separation from service” (other than by reason of Executive’s death) shall be delayed and then paid (in a lump sum without interest) or provided (without interest) on the first business day which comes 6 months and 1 day after the date of Executive’s “separation from service” if Employee the Company acting in good faith determines that (1) Executive is a “specified employee” (within in the meaning of Section 409A of the Code and the regulations adopted thereunder(2) making such payment or providing such benefit during such 6 month and 1 day period would put Executive at the time of Employee’s separation from service and if risk for any portion of the payments taxes or benefits to be received by Employee upon separation from service would be considered deferred compensation penalties under Section 409A 409A. (c) With respect to items eligible for reimbursement under the terms of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”)this Employment Agreement, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything in this Agreement to the contrary, distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (as determined in accordance with Section 409A of the Code and the regulations adopted thereunder). Each payment under this Agreement shall be regarded as a “separate payment” and not of a series of payments for purposes of Section 409A of the Code. 13.3 Except as otherwise specifically provided in this Agreement, if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Code, the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of such expenses eligible for reimbursement, or in kind benefits provided, in any taxable year shall not affect the expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement or in any other kind benefits to be provided, in another taxable year; , (ii) no such reimbursement or in kind benefit may be exchanged or liquidated for another payment or benefit, and (iii) the reimbursement any reimbursements of expenses shall be made as soon as practicable after Employee’s submission of such expenses in accordance with under the Company’s policy, circumstances but in any event no event later than the last day end of Employee’s taxable the calendar year following the taxable year calendar in which the expense was related expenses were incurred; . (d) The Company and (iv) Executive intend that each installment of payments and benefits provided under this Employment Agreement shall be treated as a separate identified payment for purposes of Section 409A and that neither the Employee’s entitlement Company nor Executive shall have the right to reimbursement shall not accelerate or defer the delivery of any such payments or benefits if a determination is made in good faith that any such acceleration or deferral would present a risk that Executive would be subject to liquidation any tax under Section 409A. (e) Executive acknowledges and agrees that nothing in this Employment Agreement shall be construed as a covenant by the Company that no payment will be made or exchange benefit will be provided under this Employment Agreement which will be subject to taxation under Section 409A or as a guarantee or indemnity by the Company for another benefitthe tax consequences to the payments and benefits called for under this Employment Agreement including any tax consequences under Section 409A. Finally, Executive agrees that Executive shall be the only person responsible for paying all taxes due with respect to such payments and benefits.

Section 409A Compliance. 13.1 To the extent applicable, it is intended that any amounts payable under this Agreement shall either be exempt from Section 409A of the Code or shall comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not to subject Employee to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted Notwithstanding anything to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code. 13.2 Notwithstanding any provisions of this Agreement to the contrary, if Employee is a “specified employee” (within the meaning of Section 409A of the Code and the regulations adopted thereunder) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything contrary in this Agreement to the contraryAgreement, distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (as determined in accordance with Section 409A of the Code in-kind benefits and the regulations adopted thereunder). Each payment reimbursements provided under this Agreement shall be regarded as a “separate payment” and not of a series of payments for purposes of Section 409A of the Code. 13.3 Except as otherwise specifically provided in this Agreement, if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Code, the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement shall be made as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policyrequirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), but such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in no event later any other calendar year, other than an arrangement providing for the last day reimbursement of Employee’s taxable year following the taxable year medical expenses referred to in which the expense was incurred; Code Section 105(b), and (iv) the Employee’s entitlement to reimbursement any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Consultant and, if timely submitted, reimbursement payments shall be promptly made to Consultant following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Consultant 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 Consultant pursuant to the severance pay provisions of Section 6 above and the parachute payment provisions of Section 11(a) above 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 Consultant is treated as a “specified employee” (as determined by the Flora Growth 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 Flora Growth and each employer treated as a single employer with Flora Growth 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 Consultant’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 Consultant’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 Consultant, 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 engagement from Flora Growth 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 engagement, such payment shall be made at such time as Consultant has a separation from service (within the meaning of Code Section 409A) from Flora Growth and each employer treated as a single employer with Flora Growth, as determined above.

Section 409A Compliance. 13.1 To a. This Agreement shall be amended to the extent applicable, it is intended that any amounts payable under this Agreement shall either be exempt from necessary to comply with Section 409A of the Code or and regulations promulgated thereunder. Prior to such amendment, and notwithstanding anything contained herein to the contrary, this Agreement shall comply be construed in a manner consistent with Section 409A (including Treasury regulations of the Code and other published guidance related thereto) so the parties shall take such actions as are required to comply in goodfaith with the provisions of Section 409A of the Code such that payments shall not be made to the Executive at such time if such payments shall subject Employee the Executive to payment of any additional tax, the penalty or interest imposed tax under Section 409A of the Code. The provisions of this Agreement , but rather such payments shall be construed and interpreted made by the Bank to the maximum extent permitted to avoid Executive at the imputation of any earliest time permissible thereafter without the Executive incurring liability for such additional tax, penalty or interest tax under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code. 13.2 Notwithstanding any provisions of b. If and to the extent termination payments under this Agreement to the contrary, if Employee is a “specified employee” (constitute deferred compensation within the meaning of Section 409A of the Code and the regulations adopted promulgated thereunder) at the time of Employee’s separation from service , and if any portion the payment under this Section 13 does not qualify as a short-term deferral under Section 409A of the Code and Treas. Reg. §1.409A-1(b)(4) (or any similar or successor provisions), and the Executive is a Specified Employee within the meaning of Section 409A of the Code and the regulations promulgated thereunder, then the payment of such termination payments or benefits to be received by Employee upon separation from service would be considered that constitute deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything in this Agreement to the contrary, distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (as determined in accordance comply with Section 409A 409A(a)(2)(B)(i) of the Code and the regulations adopted thereunder). Each payment under this Agreement shall be regarded as a “separate payment” and not , which generally provide that distributions of a series of payments for purposes deferred compensation (within the meaning of Section 409A of the Code. 13.3 Except as otherwise specifically provided in this Agreement) to a Specified Employee that are payable on account of termination of employment may not commence prior to the six (6) month anniversary of the Executive's termination of employment (or, if any reimbursement to which earlier, the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A date of the Code, Executive's death) from the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement shall be made as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policy, but in no event later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred; and (iv) the Employee’s entitlement to reimbursement shall not be subject to liquidation or exchange for another benefitEmployer.

Section 409A Compliance. 13.1 20.1 To the extent applicable, it is intended that any amounts payable under this Agreement shall either be exempt from Section 409A of the Code or shall comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not to subject Employee to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code. 13.2 20.2 Notwithstanding any provisions of this Agreement to the contrary, if Employee is a “specified employee” (within the meaning of Section 409A of the Code and the regulations adopted thereunder) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything in this Agreement to the contrary, distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (as determined in accordance with Section 409A of the Code and the regulations adopted thereunder). Each payment under this Agreement shall be regarded as a “separate payment” and not of a series of payments for purposes of Section 409A of the Code. 13.3 20.3 Except as otherwise specifically provided in this Agreement, if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Code, the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement shall be made as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policy, but in no event later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred; and (iv) the Employee’s entitlement to reimbursement shall not be subject to liquidation or exchange for another benefit.

Section 409A Compliance. 13.1 12.1 To the extent applicable, it is intended that any amounts payable under this Agreement shall either be exempt from Section 409A of the Code or shall comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not to subject Employee to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code. 13.2 12.2 Notwithstanding any provisions of this Agreement to the contrary, if Employee is a “specified employee” (within the meaning of Section 409A of the Code and the regulations adopted thereunder) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant to this Agreement during the six-month six (6)-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month six (6)-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day of the seventh (7th) month following the date of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything in this Agreement to the contrary, distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (as determined in accordance with Section 409A of the Code and the regulations adopted thereunder). Each payment under this Agreement shall be regarded as a “separate payment” and not of a series of payments for purposes of Section 409A of the Code. 13.3 12.3 Except as otherwise specifically provided in this Agreement, if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Code, the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement shall be made as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policy, but in no event later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred; and (iv) the Employee’s entitlement to reimbursement shall not be subject to liquidation or exchange for another benefit.

Section 409A Compliance. 13.1 To a. This Agreement shall be amended to the extent applicable, it is intended that any amounts payable under this Agreement shall either be exempt from necessary to comply with Section 409A of the Code or and regulations promulgated thereunder. Prior to such amendment, and notwithstanding anything contained herein to the contrary, this Agreement shall comply be construed in a manner consistent with Section 409A (including Treasury regulations of the Code and other published guidance related thereto) so the parties shall take such actions as are required to comply in good-faith with the provisions of Section 409A of the Code such that payments shall not be made to the Executive at such time if such payments shall subject Employee the Executive to payment of any additional tax, the penalty or interest imposed tax under Section 409A of the Code. The provisions of this Agreement , but rather such payments shall be construed and interpreted made by the Bank to the maximum extent permitted to avoid Executive at the imputation of any earliest time permissible thereafter without the Executive incurring liability for such additional tax, penalty or interest tax under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code. 13.2 Notwithstanding any provisions of b. If and to the extent termination payments under this Agreement to the contrary, if Employee is a “specified employee” (constitute deferred compensation within the meaning of Section 409A of the Code and the regulations adopted promulgated thereunder) at the time of Employee’s separation from service , and if any portion the payment under this Section 13 does not qualify as a short-term deferral under Section 409A of the Code and Treas. Reg. §1.409A-1(b)(4) (or any similar or successor provisions), and the Executive is a Specified Employee within the meaning of Section 409A of the Code and the regulations promulgated thereunder, then the payment of such termination payments or benefits to be received by Employee upon separation from service would be considered that constitute deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything in this Agreement to the contrary, distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (as determined in accordance comply with Section 409A 409A(a)(2)(B)(i) of the Code and the regulations adopted thereunder). Each payment under this Agreement shall be regarded as a “separate payment” and not , which generally provide that distributions of a series of payments for purposes deferred compensation (within the meaning of Section 409A of the Code. 13.3 Except as otherwise specifically provided in this Agreement) to a Specified Employee that are payable on account of termination of employment may not commence prior to the six (6) month anniversary of the Executive’s termination of employment (or, if any reimbursement to which earlier, the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A date of the Code, Executive’s death) from the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement shall be made as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policy, but in no event later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred; and (iv) the Employee’s entitlement to reimbursement shall not be subject to liquidation or exchange for another benefitEmployer.

Section 409A Compliance. 13.1 To the extent applicable, it is intended that any amounts payable under this Agreement shall either be exempt from Section 409A of the Code or shall comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not to subject Employee to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code. 13.2 Notwithstanding any provisions of this Agreement to the contrary, if Employee is a “specified employee” (within the meaning of Section 409A of the Code and the regulations adopted thereunder) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything in this Agreement to the contrary, distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (as determined in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof (“409A Guidance”). Notwithstanding any provision of the Agreement to the contrary, (i) if, at the time of the Executive’s termination of employment with the Company, the Executive is a “specified employee” as defined in 409A Guidance and the regulations adopted thereunder)deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under 409A Guidance, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) until the date that is six months following the Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A) and (ii) if any other payments of money or other benefits due to the Executive hereunder could cause the application of an accelerated or additional tax under Section 409A, the Company may (a) adopt such amendments to the Agreement, including amendments with retroactive effect, that the Company determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Agreement and/or (b) take such other actions as the Company determines necessary or appropriate to comply with the requirements of 409A Guidance. Each payment under The Company shall consult with the Executive in good faith regarding the implementation of this Section 15; provided that none of the Company, any of its affiliates, or any of its employees or representatives shall have any liability to the Executive with respect thereto. 6. The phrase “Executive Vice President” is hereby deleted from each section in the Agreement such phrase appears and is replaced with the phrase “Chief Financial Officer.” 7. The parties hereby ratify and confirm all terms and conditions set forth in the Agreement that are not expressly modified by this Amendment. This Amendment and the Agreement shall be regarded considered, for all intents and purposes, as a “separate payment” one agreement. In the event of any conflict between the terms and not provisions of a series of payments for purposes of Section 409A this Amendment and the terms and provisions of the Code. 13.3 Except as otherwise specifically provided in this Agreement, if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Code, the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term terms and provisions of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement Amendment shall, in any other taxable year; (iii) the reimbursement shall be made as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policyall instances, but in no event later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred; and (iv) the Employee’s entitlement to reimbursement shall not be subject to liquidation or exchange for another benefitprevail.

Section 409A Compliance. 13.1 To the extent applicable, it is intended that any amounts The compensation payable to Employee under this Agreement shall either is not intended to be exempt from Section 409A of the Code or shall comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not subject to subject Employee to payment of any additional tax, penalty or interest imposed taxation under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code. The provisions of "), and this Agreement shall be construed and interpreted to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code. 13.2 Notwithstanding any provisions of this Agreement to the contrary, if Employee is a “specified employee” (within the meaning of Section 409A of the Code and the regulations adopted thereunder) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything in this Agreement to the contrary, distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (as determined in accordance with Section 409A of the Code and the any regulations adopted thereunder). Each payment or other pronouncements thereunder in a manner intended to prevent any compensation payable to Employee under this Agreement shall be regarded as a “separate payment” and not from being subject to taxation under Section 409A(a)(1) or (b) of a series of payments for the Code. For purposes of Section 409A of the Code. 13.3 Except , the term "termination of employment" or any similar words hereunder shall mean "separation from service" (as otherwise specifically provided defined in this AgreementTreasury Regulation Section 1.409A-1(h)) with the Company and all other entities that together with the Company are treated as a single employer for purposes of Treasury Regulation Section 1.409A-1(h). Notwithstanding anything to the contrary, (i) if any reimbursement to which the Employee is entitled a "specified employee" as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) at the time of Employee's termination of employment, and the delay of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under this Agreement would constitute deferred compensation subject to Section 409A of the Code, then the Company will delay the commencement of the payment of any such payment or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) until the date that is six months following Employee’s termination of employment with the Company any compensation payable to Employee on account of his termination of employment that constitutes "deferred compensation" as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) shall be deferred until the later of the date that is six (6) months after Employee's termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code) (the “Payment Date”) and (ii) if any other payments of money or other benefits due to Employee hereunder could cause the application of an accelerated or additional rules tax under Section 409A of the Code, such payments or other benefits shall apply: be delayed if such delay will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax (together, the delayed payments in the foregoing clauses (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; and (ii) ), whether they would have otherwise been payable in a single lump sum or in installments in the absence of such delay, are referred to as the “Delayed Payments”). On the Payment Date, the Company shall pay Employee, in a single cash lump sum, an amount equal to the aggregate amount of expenses eligible for reimbursement during all Delayed Payments, and any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement remaining payments and benefits due under this Agreement shall be made as soon as practicable after Employee’s submission of such expenses paid or provided in accordance with the Company’s policynormal payment dates specified for them herein. To the extent any reimbursements or in-kind benefits due to Employee under this Agreement constitutes "deferred compensation" under Section 409A of the Code, but any such reimbursements or in-kind benefits shall be paid to Employee in no event later than a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Each payment made under this Agreement shall be designated as a "separate payment" within the last day meaning of Employee’s taxable year following Section 409A of the taxable year in which the expense was incurred; and (iv) the Employee’s entitlement to reimbursement shall not be subject to liquidation or exchange for another benefitCode.”

Section 409A Compliance. 13.1 To the extent applicable, it is intended that any amounts payable under this Agreement shall either be exempt from Section 409A of the Code or shall comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not All payments pursuant to subject Employee to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted subject to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code. 13.2 Notwithstanding any provisions of this Section 11. This Agreement is intended to be interpreted and operated to the contrary, if Employee is a “specified employee” (within fullest extent possible so that the meaning payments and benefits under this Agreement either shall be exempt from the requirements of Section 409A of the Internal Revenue Code and of 1986, as amended (“Section 409A”) or shall comply with the regulations adopted thereunder) at requirements of Section 409A; provided, however, that notwithstanding anything to the time contrary in this Agreement in no event shall the Company be liable to the Employee for or with respect to any taxes, penalties or interest which may be imposed upon the Employee pursuant to Section 409A. For purposes of Employee’s this Agreement, the date on which a “separation from service service” pursuant to Section 409A (“Separation from Service”) occurs shall be treated as the termination of employment date for purposes of determining the timing of payments under this Agreement to the extent necessary to have such payments and if any portion benefits under this Agreement be exempt from the requirements of Section 409A or comply with the requirements of Section 409A. For purposes of determining whether a Separation from Service has occurred for purposes of Section 409A, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by the Employee to less than fifty percent (50%) of the payments average level of services performed by the Employee during the immediately preceding 12-month period (or benefits to be received by Employee upon separation from period of service would be considered deferred compensation under Section 409A of if less than twelve (12) months). (a) To the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts extent that would otherwise be payable any payment or benefit pursuant to this Agreement during constitutes a “deferral of compensation” subject to Section 409A (after taking into account to the six-month period immediately following maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of the Employee’s separation Separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided Service, the Employee is a Specified Employee, then to the extent required for Employee not to incur additional taxes pursuant to this Agreement during Section 409A, no such 409A Payment shall be made to the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on Employee sooner than the earlier of (i) six (6) months after the first business day of the seventh month following Employee’s Separation from Service; or (ii) the date of Employee’s separation from service and (ii) death. Should this Section 11 otherwise result in the delay of in-kind benefits, any such benefit shall be made available to the Employee by the Company during such delay period at Employee’s deathexpense. Notwithstanding anything Should this Section 11 result in payments or benefits to Employee at a later time than otherwise would have been made under this Agreement Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Section 409A (the contrary“409A Payment Date”), distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (shall make such payments and provide such benefits as determined in accordance with Section 409A of the Code and the regulations adopted thereunder). Each payment under this Agreement shall be regarded as a “separate payment” and not of a series of payments provided for purposes of Section 409A of the Code. 13.3 Except as otherwise specifically provided in this Agreement, if provided that any amounts that would have been payable earlier but for the application of this Section 11, as well as reimbursement of the amount Employee paid for benefits pursuant to which the preceding sentence, shall be paid in lump-sum on the 409A Payment Date along with accrued interest at the Prime Rate quoted by ▇▇ ▇▇▇▇▇▇ Chase on the date that payments or benefits, as applicable, to Employee is entitled should have been made under this Agreement would constitute deferred compensation subject to Agreement. For purposes of this Section 409A of the Code11, the following additional rules term “Specified Employee” shall apply: (i) have the reimbursable expense must have been incurred, except as otherwise expressly provided meaning set forth in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement shall be made as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policy, but in no event later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred; and (iv) the Employee’s entitlement to reimbursement shall not be subject to liquidation or exchange for another benefit.Section 409A.

Section 409A Compliance. 13.1 To a. This Agreement shall be amended to the extent applicable, it is intended that any amounts payable under this Agreement shall either be exempt from necessary to comply with Section 409A of the Code or shall comply with Section 409A (including Treasury and regulations promulgated thereunder. Prior to such amendment, and other published guidance related thereto) so as not notwithstanding anything contained herein to subject Employee to payment of any additional taxthe contrary, penalty or interest imposed under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under in a manner consistent with Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee parties shall be responsible for any and all applicable taxes, other than take such actions as are required to comply in good faith with the Company’s share provisions of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code.Code such that payments shall not be made to the Executive at such time if such payments shall subject the Executive to the penalty tax under Code Section 409A, but rather such payments shall be made by the Bank to the Executive at the earliest time permissible thereafter without the Executive having liability for such penalty tax under Code Section 409A. 13.2 Notwithstanding any provisions of b. If and to the extent termination payments under this Agreement to constitute deferred compensation within the contrarymeaning of Code Section 409A and regulations promulgated thereunder, and if Employee the payment under Section 9 does not qualify as a short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4) (or any similar or successor provisions), and the Executive is a “specified employee” (Specified Employee within the meaning of Section 409A of the Code and regulations promulgated thereunder, then the regulations adopted thereunder) at the time payment of Employee’s separation from service and if any portion of the such termination payments or benefits to be received by Employee upon separation from service would be considered that constitute deferred compensation under Section 409A of the shall comply with Code Section 409A(a)(2)(B)(i) and the regulations adopted thereunder thereunder, which generally provide that distributions of deferred compensation (“Nonqualified Deferred Compensation”within the meaning of Code Section 409A) to a Specified Employee that are payable on account of Termination of Employment may not commence prior to the six (6) month anniversary of the Executive’s Termination of Employment (or, if earlier, the date of the Executive’s death), amounts . Amounts that would otherwise be payable pursuant distributed to this Agreement the Executive during the six-such six (6) month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation but for the preceding sentence shall be accumulated and benefits that would otherwise be provided pursuant paid to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available Executive on the earlier of (i) the first business 185th day of the seventh month following the date of Employeethe Executive’s separation from service and (ii) Employee’s death. Notwithstanding anything in this Agreement to the contrary, distributions upon termination Termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (as determined in accordance with Section 409A of the Code and the regulations adopted thereunder). Each payment under this Agreement shall be regarded as a “separate payment” and not of a series of payments for purposes of Section 409A of the CodeEmployment. 13.3 Except as otherwise specifically provided in this Agreement, if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Code, the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement shall be made as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policy, but in no event later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred; and (iv) the Employee’s entitlement to reimbursement shall not be subject to liquidation or exchange for another benefit.

Section 409A Compliance. 13.1 To Notwithstanding anything to the extent applicablecontrary in the Agreement, it is intended that any amounts payable in-kind benefits and reimbursements provided under this Agreement shall either be exempt from Section 409A of the Code or shall comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not to subject Employee to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code. 13.2 Notwithstanding any provisions of this Agreement to the contrary, if Employee is a “specified employee” (within the meaning of Section 409A of the Code and the regulations adopted thereunder) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything in this Agreement to the contrary, distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (as determined in accordance with Section 409A of the Code and the regulations adopted thereunder). Each payment under this Agreement shall be regarded as a “separate payment” and not of a series of payments for purposes of Section 409A of the Code. 13.3 Except as otherwise specifically provided in this Agreement, if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Code, the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement shall be made as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policyrequirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), but such that any in-kind benefits and reimbursements provided under the Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in no event later any other calendar year, other than an arrangement providing for the last day reimbursement of Employee’s taxable year following the taxable year medical expenses referred to in which the expense was incurred; Code Section 105(b), and (iv) the Employee’s entitlement to reimbursement any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in the Agreement, reimbursement requests must be timely submitted by Consultant and, if timely submitted, reimbursement payments shall be promptly made to Consultant following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Consultant 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 the Agreement, to the maximum extent permitted by applicable law, amounts payable to Consultant pursuant to the severance pay provisions of Section 6 above and the parachute payment provisions of Section 11(a) above 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 Consultant is treated as a “specified employee” (as determined by the Flora Management 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 Flora Management and each employer treated as a single employer with Flora Management 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 the Agreement by reason of Consultant’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 Consultant’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 Consultant, 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 the provision and the date payment is actually made. Any series of payments due under the 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 the Agreement by reason of a termination of engagement from Flora Management 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 engagement, such payment shall be made at such time as Consultant has a separation from service (within the meaning of Code Section 409A) from Flora Management and each employer treated as a single employer with Flora Management, as determined above.

Section 409A Compliance. 13.1 To (a) This Agreement is intended to comply with the provisions of Section 409A of the Internal Revenue Code (“Section 409A”), and, to the extent applicablepracticable, it is intended this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Terms used in this Agreement shall have the meanings given such terms under Section 409A if, and to the extent required, in order to comply with Section 409A. (b) For purposes of amounts payable under this Agreement Agreement, the termination of employment shall either be exempt deemed to be effective upon “separation from service” with Employer, as defined under Section 409A and the guidance issued thereunder. Any payments subject to Section 409A that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the Code or calendar year in which the payment event (such as termination of employment) occurs shall commence payment only in such following calendar year as necessary to comply with Section 409A 409A. (including Treasury regulations c) Notwithstanding anything to the contrary in this Agreement, to the extent required to avoid additional taxes and other published guidance related thereto) so as not to subject Employee to payment of any additional tax, penalty or interest imposed charged under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code. 13.2 Notwithstanding any provisions of this Agreement to the contrary409A, if any of - 11 - ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇– Employment Agreement Employer’s stock is publicly traded and Employee is deemed to be a “specified employee” (within the meaning as determined by Employer for purposes of Section 409A of the Code 409A, Employee agrees that any non-qualified deferred compensation payments due to Employee under this Agreement (or any other agreement) and the regulations adopted thereunder) at the time which are payable as a result of Employee’s separation from service and if any portion termination of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts employment that would otherwise have been payable at any time during the six (6)-month period immediately following such termination of employment shall not be paid prior to, and shall instead be payable pursuant to this Agreement during in a lump sum on the six-first day of the seventh (7th) month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement (or, if Employee dies during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Employee’s separation from service and (ii) such period, within 30 days after Employee’s death. Notwithstanding anything in this Agreement ). (d) Neither Employer nor Employee shall have the right to accelerate or defer the contrarydelivery of, distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (as determined in accordance with Section 409A of the Code and the regulations adopted thereunder). Each offset or assign any payment under this Agreement shall be regarded as a that constitutes “separate paymentnonqualified deferred compensation” and not of a series of payments for purposes of Section 409A of the Code. 13.3 Except as otherwise specifically provided in this Agreement, if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Code, except to the following additional rules shall apply: extent specifically permitted or required by Section 409A of the Code. (ie) the reimbursable expense must have been incurred, except as otherwise expressly provided in If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, during the term of this Agreement; (ii) and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of such expenses eligible for reimbursement during reimbursable in any taxable one calendar year will shall not affect the amount of expenses eligible for reimbursement reimbursable in any other taxable calendar year; (iii) , and the reimbursement shall of an eligible expense must be made as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policy, but in no event later than December 31 of the last day of Employee’s taxable year following after the taxable year in which the expense was incurred; and (iv) the Employee’s entitlement . No right of Employee to reimbursement of expenses under this Agreement shall not be subject to liquidation or exchange for another benefit. (f) Notwithstanding the foregoing, the tax treatment of the payments and benefits provided under this Agreement is not warranted or guaranteed. To the extent that this Agreement or any payment or benefit hereunder shall be deemed not to comply with Section 409A, neither Employer, nor the Board, nor any member of its Compensation Committee, nor any of their successors shall be liable to Employee or to any other person for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A or for reporting in good faith any amounts as subject thereto.

Section 409A Compliance. 13.1 12.1 To the extent applicable, it is intended that any amounts payable under this Agreement shall either be exempt from Section 409A of the Code or shall comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not to subject Employee to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code. 13.2 12.2 Notwithstanding any provisions of this Agreement to the contrary, if Employee is a “specified employee” (within the meaning of Section 409A of the Code and the regulations adopted thereunder) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything in this Agreement to the contrary, distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (as determined in accordance with Section 409A of the Code and the regulations adopted thereunder). Each payment under this Agreement shall be regarded as a “separate payment” and not of a series of payments for purposes of Section 409A of the Code. 13.3 12.3 Except as otherwise specifically provided in this Agreement, if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Code, the following additional rules shall {N0285684 } apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement shall be made as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policy, but in no event later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred; and (iv) the Employee’s entitlement to reimbursement shall not be subject to liquidation or exchange for another benefit.

Section 409A Compliance. 13.1 To the extent applicable, it is intended that any amounts payable under the Plan and this Agreement shall either be exempt from comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Section 409A”). Any provision of the Plan or this Agreement that would cause this Award to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not 409A, which amendment may be retroactive to subject Employee to payment of the extent permitted by Section 409A. - 9 - Notwithstanding any additional tax, penalty or interest imposed under Section 409A provision of the Code. The provisions of this Agreement shall be construed and interpreted to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code. 13.2 Notwithstanding any provisions of this Agreement Plan to the contrary, if Employee the Grantee is a “specified employee” (within the meaning of as defined in Section 409A 1.409A-1(i) of the Code and the regulations adopted thereunderTreasury Department Regulations) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything in this Agreement to the contrary, distributions upon termination of Employee’s employment shall be interpreted to mean EmployeeGrantee’s “separation from service” with the Company (as determined defined in Section 1.409A-1(h) of the Treasury Department Regulations and including a termination of employment or service on account of Disability that does not satisfy the definition of “disability” under Section 409A-3(i)(4) of the Treasury Department Regulations), and payments to the Grantee hereunder are not exempt from Section 409A as a short-term deferral or otherwise, these payments, to the extent otherwise payable within six (6) months after the Grantee’s separation from service shall be delayed until the earlier of the date which is six (6) months after the date of the Grantee’s separation from service or the date of death of the Grantee. Any payments that were scheduled to be paid during the six (6) month period following the Grantee’s separation from service, but which were delayed pursuant to this Section 13(h), shall be paid without interest on, or as soon as administratively practicable after, the first day following the six (6) month anniversary of the Grantee’s separation from service (or, if earlier, the date of the Grantee’s death). Any payments that were originally scheduled to be paid following the six (6) months after the Grantee’s separation from service shall continue to be paid in accordance with Section 409A of the Code and the regulations adopted thereunder). Each payment under this Agreement shall be regarded as a “separate payment” and not of a series of payments for purposes of Section 409A of the Codetheir predetermined schedule. 13.3 Except as otherwise specifically provided in this Agreement, if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Code, the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement shall be made as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policy, but in no event later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred; and (iv) the Employee’s entitlement to reimbursement shall not be subject to liquidation or exchange for another benefit.

Section 409A Compliance. 13.1 To the extent applicable, it (a) The Company and Executive agree that this Employment Agreement will be administered and interpreted in good faith in a manner which is intended to minimize the risk that any amounts payable under this Agreement shall either Executive will be exempt from Section 409A of the Code or shall comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not subject to subject Employee to payment of any additional tax, penalty or interest imposed tax under Section 409A of the Code. The provisions Internal Revenue Code of 1986, as amended (“Section 409A”), with respect to any payments to be made or benefits to be provided to Executive by the Company pursuant to the terms of this Agreement shall be construed and interpreted to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunderEmployment Agreement, and the Employee Company and Executive agree to cooperate fully and in good faith with one another to seek to minimize such risk. (b) Notwithstanding any other provision of this Employment Agreement, no payments shall be responsible for any made and all applicable taxes, other than the Companyno benefits shall be provided under this Employment Agreement as a result of Executive’s share termination of employment taxes on unless Executive has a “separation from service” within the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel meaning of Section 409A in connection with Section 409A such termination of employment, and Executive and the Company acknowledge and agree that a “separation from service” may come before, after or coincide with any such termination of employment and that the payments otherwise to be made at a termination of employment and that the benefits otherwise to be provided at a termination of employment shall only be made or provided at the time of the Code. 13.2 Notwithstanding related “separation from service”. Furthermore, Executive and the Company acknowledge and agree that all or any provisions part of this Agreement any payment to be made or benefit to be provided to Executive during the contrary, 6 month and 1 day period which starts on the date Executive has a “separation from service” (other than by reason of Executive’s death) shall be delayed and then paid (in a lump sum without interest) or provided (without interest) on the first business day which comes 6 months and 1 day after the date of Executive’s “separation from service” if Employee the Company acting in good faith determines that (1) Executive is a “specified employee” (within in the meaning of Section 409A of the Code and the regulations adopted thereunder(2) making such payment or providing such benefit during such 6 month and 1 day period would put Executive at the time of Employee’s separation from service and if risk for any portion of the payments taxes or benefits to be received by Employee upon separation from service would be considered deferred compensation penalties under Section 409A 409A. (c) With respect to items eligible for reimbursement under the terms of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”)this Employment Agreement, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day amount of such expenses eligible for reimbursement, or in-kind benefits provided, in any taxable year shall not affect the seventh month following the date of Employee’s separation from service and expenses eligible for reimbursement, or in-kind benefits to be provided, in another taxable year, (ii) Employee’s death. Notwithstanding anything in this Agreement to the contraryno reimbursement or in-kind benefit may be exchanged or liquidated for another payment or benefit, distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (as determined in accordance with Section 409A of the Code and the regulations adopted thereunder). Each payment under this Agreement shall be regarded as a “separate payment” and not of a series of payments for purposes of Section 409A of the Code. 13.3 Except as otherwise specifically provided in this Agreement, if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Code, the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement any reimbursements of expenses shall be made as soon as practicable after Employee’s submission of such expenses in accordance with under the Company’s policy, circumstances but in any event no event later than the last day end of Employee’s taxable the calendar year following the taxable year calendar in which the expense was related expenses were incurred; . (d) The Company and (iv) Executive intend that each installment of payments and benefits provided under this Employment Agreement shall be treated as a separate identified payment for purposes of Section 409A and that neither the Employee’s entitlement Company nor Executive shall have the right to reimbursement shall not accelerate or defer the delivery of any such payments or benefits if a determination is made in good faith that any such acceleration or deferral would present a risk that Executive would be subject to liquidation any tax under Section 409A. (e) Executive acknowledges and agrees that nothing in this Employment Agreement shall be construed as a covenant by the Company that no payment will be made or exchange benefit will be provided under this Employment Agreement which will be subject to taxation under Section 409A or as a guarantee or indemnity by the Company for another benefitthe tax consequences to the payments and benefits called for under this Employment Agreement including any tax consequences under Section 409A. Finally, Executive agrees that Executive shall be the only person responsible for paying all taxes due with respect to such payments and benefits.

Section 409A Compliance. 13.1 12.1 To the extent applicable, it is intended that any amounts payable under this Agreement shall either be exempt from Section 409A of the Code or shall comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not to subject Employee to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended inte~nded benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code. 13.2 12.2 Notwithstanding any provisions of this Agreement to the contrary, if Employee is a “specified employee” (within the meaning of Section 409A of the Code and the regulations adopted thereunder) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything in this Agreement to the contrary, distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (as determined in accordance with Section 409A of the Code and the regulations adopted thereunder). Each payment under this Agreement shall be regarded as a “separate payment” and not of a series of payments for purposes of Section 409A of the Code. 13.3 12.3 Except as otherwise specifically provided in this Agreement, if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Code, the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement shall be made as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policy, but in no event later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred; and (iv) the Employee’s entitlement to reimbursement shall not be subject to liquidation or exchange for another benefit.

Section 409A Compliance. 13.1 To (i) It is the extent applicable, it intention of both Swisher and Berrard that the benefits and rights to which Berrard is intended that any amounts payable under entitled pursuant to this Agreement shall either be exempt from comply with Section 409A of the Internal Revenue Code or shall comply with of 1986, as amended (the "Code"), to the extent that the requirements of Code Section 409A (including Treasury regulations are applicable thereto, and other published guidance related thereto) so as not to subject Employee to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted to the maximum extent permitted to avoid the imputation of in a manner consistent with that intention. If Berrard or Swisher believes, at any time, that any such additional tax, penalty benefit or interest under right that is subject to Code Section 409A does not so comply, 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 Code Section 409A (with the most limited possible economic effect on Berrard and on Swisher). (ii) Neither Swisher nor Berrard, individually or in combination, may accelerate any payment or benefit that is subject to Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoingSection 409A, the Company makes no representations regarding the tax treatment of any payments hereunder, except in compliance with Code Section 409A and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code. 13.2 Notwithstanding any provisions of this Agreement Agreement, and no amount that is subject to Code Section 409A shall be paid prior to the contrary, if Employee earliest date on which it may be paid without violating Code Section 409A. (iii) In the event that Berrard is a “"specified employee” " (within the meaning of as described in Code Section 409A of the Code and the regulations adopted thereunder) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”409A), amounts that would otherwise be and any payment or benefit payable pursuant to this Agreement during constitutes deferred compensation under Code Section 409A, that is subject to the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation delay requirement described in Code Section 409A(2)(b), then Swisher and benefits ▇▇▇▇▇▇▇ shall cooperate in good faith to undertake any actions that would otherwise be provided pursuant cause such payment or benefit not to this Agreement during constitute deferred compensation under Code Section 409A. In the event that, following such efforts, ▇▇▇▇▇▇▇ determines (after consultation with its counsel) that such payment or benefit is still subject to the six-month period immediately following Employeedelay requirement described in Code Section 409A(2)(b) in order for such payment or benefit to comply with the requirements of Code Section 409A, then no such payment or benefit shall be made before the date that is six months after Berrard’s "separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of service" (ias described in Code Section 409A) the first business day of the seventh month following (or, if earlier, the date of Employee’s separation from service and (ii) EmployeeBerrard’s death). Notwithstanding anything Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in this Agreement a single lump sum at the end of such required delay period in order to catch up to the contrary, distributions upon termination original payment schedule. (iv) For purposes of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with applying the Company (as determined in accordance with provisions of Code Section 409A of the Code and the regulations adopted thereunder). Each payment to this Agreement, each separately identified amount to which Berrard is entitled under this Agreement shall be regarded treated as a “separate payment” and not . In addition, to the extent permissible under Code Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of payments for purposes of Section 409A of the Codeseparate payments. 13.3 Except as otherwise specifically (v) With respect to reimbursements that may be provided in this Agreementunder the Agreement (the "Reimbursement Plans"), if to the extent any reimbursement to which benefits provided under the Employee is entitled under this Agreement would constitute deferred compensation Reimbursement Plans are subject to Section 409A 409A, the Reimbursement Plans shall meet the following requirements: (a) Reimbursement Plans shall use an objectively determinable, nondiscretionary definition of the Code, expenses eligible for reimbursement or of the following additional rules in-kind benefits to be provided; (b) Reimbursement Plans shall apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) provide that the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits provided, during any Berrard's taxable year will may not affect the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other taxable year; ; (iiic) the The reimbursement shall be of an eligible expense is made as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policy, but in no event later than on or before the last day of Employee’s Berrard 's taxable year following the taxable year in which the expense was incurred; and and (ivd) the Employee’s entitlement The right to reimbursement or in-kind benefits under the Reimbursement Plans shall not be subject to liquidation or exchange for another benefit.

Section 409A Compliance. 13.1 To the extent applicable, it is intended that any amounts payable under this Agreement shall either be exempt from Section 409A of the Code or shall comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not to subject Employee to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code. 13.2 Notwithstanding any provisions of this Agreement to the contrary, if Employee is a “specified employee” (within the meaning of Section 409A of the Code and the regulations adopted thereunder) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything in this Agreement to the contrary, distributions upon if any payment or benefit to Employee under this Agreement on account of the Employee’s termination of Employee’s employment shall be interpreted constitutes a deferral of compensation subject to mean Employee’s “separation from service” with the Company (as determined in accordance with Section 409A of the Code and (“Section 409A”), such payment or benefit shall commence when Employee has incurred a “Separation from Service” as defined under Treasury Regulation Section 1.409A-1(h)(1) without regard to the regulations adopted optional alternative definitions thereunder. If at the time of Employee’s Separation from Service, Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), Employer shall delay commencement of any such payment or benefit until six months after Employee’s after Employee’s Separation from Service (or, if earlier, Employee’s death) to the extent necessary to comply with Section 409A (the “409A Suspension Period”). Each payment On the first regular Employer pay date after the end of the 409A Suspension Period, Employer shall pay to the Employee, without interest, any payments and benefits that Employer would otherwise have been required to provide Employee during the 409A Suspension Period under this Agreement but for the imposition thereof. Thereafter, Employee shall be regarded receive any remaining payments and benefits due under this Agreement in accordance with the terms of this Agreement (as a if there had not been any 409A Suspension Period. To the extent that reimbursements or in-kind benefits under this Agreement constitute non-exempt “separate paymentnonqualified deferred compensation” and not of a series of payments for purposes of Section 409A of the Code. 13.3 Except as otherwise specifically provided in this Agreement409A, if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Code, the following additional rules shall apply: (i1) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement all reimbursements hereunder shall be made as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policy, but in no event later than on or prior to the last day of Employee’s taxable the calendar year following the taxable calendar year in which the expense was incurred; and incurred by Employee, (iv2) the Employee’s entitlement any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit., and (3) the amount of expenses eligible for reimbursement or in-kind benefits provided in any calendar year shall not in any way affect the expenses eligible for reimbursement or in-kind benefits to be provided, in any other calendar year. The payments and benefits under this Agreement are intended to be exempt from or comply with the requirements of Section 409A so that none of the payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. The Employer and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions that are necessary, appropriate or desirable to avoid imposition of any additional tax under Section 409A.

Section 409A Compliance. 13.1 To the extent applicable, it is intended that any amounts The payments and benefits payable under pursuant to this Agreement shall are intended either to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and regulations thereunder (“Section 409A”), as payments that would fall within the “short-term deferral period” within the meaning of Treasury Regulation Section 1.409A-1(b)(4) and/or the separation pay exception in Treasury Regulation Section 1.409A-1(b)(9), to the extent applicable, or shall to comply with the provisions of Section 409A (including Treasury regulations and other published guidance related thereto) so as not 409A. This Agreement shall be interpreted to subject Employee to payment of avoid any additional tax, penalty or interest imposed sanctions under Section 409A of the Code. The 409A. Accordingly, all provisions of this Agreement herein, or incorporated by reference, shall be construed and interpreted to the maximum extent permitted to avoid the imputation of be exempt from or compliant with Section 409A and, if necessary, any such additional tax, penalty or interest under provision shall be deemed amended to comply with Section 409A and regulations thereunder. In connection therewith: i. It is intended that each installment of the Code yet preserve payments and benefits hereunder shall be treated as a separate “payment” for purposes of Section 409A. ii. References to Executive’s termination, termination of employment, termination of service, or words of similar import shall mean Executive’s “separation from service” as such term is used in Section 409A. iii. 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 employment-related action, including without limitation execution (to the nearest extent reasonably possibleand non-revocation) the intended benefit payable to Employee. Notwithstanding the foregoingof another agreement, the Company makes no representations regarding the tax treatment of any payments hereundersuch as a release agreement, and the Employee 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 responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreementpaid in such following calendar year. iv. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A If as of the Code. 13.2 Notwithstanding any provisions of this Agreement to the contrarySeparation Date, if Employee Executive is a “specified employee” (within the meaning of Section 409A(a)(2)(B) or any successor provision thereto), then with regard to any payment or provision of benefit that is subject to Section 409A of the Code and the regulations adopted thereunder) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered as deferred compensation under Section 409A and is due upon or as a result of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything in this Agreement to the contrary, distributions upon termination of Employee’s employment shall be interpreted to mean EmployeeExecutive’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 Company earlier of (as determined in accordance with Section 409A A) expiration of the Code six (6)-month period measured from such “separation from service,” and (B) the regulations adopted thereunderdate of Executive’s death (the “Delay Period”). Each payment 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 benefit due under this Agreement shall be regarded as a “separate payment” and not of a series of payments for purposes of Section 409A of the Code. 13.3 Except as otherwise specifically paid or provided in this Agreement, if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Code, the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement shall be made as soon as practicable after Employee’s submission of such expenses in accordance with the Companynormal payment dates specified for them in this Agreement. v. While this Agreement is intended to be exempt from or compliant with Section 409A, neither SecureWorks nor the Company makes or has made any representation, warranty or guarantee of any federal, state or local tax consequences of Executive’s policyentitlements under this Agreement, including, but in no event later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred; and (iv) the Employee’s entitlement to reimbursement shall not be subject to liquidation or exchange for another benefit.limited to, under Section 409A.

Section 409A Compliance. 13.1 To the extent applicable, it is intended that any amounts payable under this Agreement shall either be exempt from Section 409A of the Code or shall comply with Section 409A (including Treasury regulations A. All in-kind benefits provided and other published guidance related thereto) so as not to subject Employee to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible expenses eligible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code. 13.2 Notwithstanding any provisions of this Agreement to the contrary, if Employee is a “specified employee” (within the meaning of Section 409A of the Code and the regulations adopted thereunder) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything in this Agreement to the contrary, distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (as determined in accordance with Section 409A of the Code and the regulations adopted thereunder). Each payment reimbursement under this Agreement shall be regarded as a “separate payment” and not of a series of payments for purposes of Section 409A of provided by the Code. 13.3 Except as otherwise specifically provided Company or incurred by Employee during the time periods set forth in this Agreement, if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Code, the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement . All reimbursements shall be made paid as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policyadministratively practicable, but in no event later than shall any reimbursement be paid after the last day of Employee’s the taxable year following the taxable year in which the expense was incurred; and (iv) . The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the Employee’s entitlement in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement shall or in-kind benefits is not be subject to liquidation or exchange for another benefit. B. This Agreement is intended to comply with Section 409A of the Code, or an exemption thereto, and payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code, to the extent applicable. Severance benefits under this Agreement are intended to be exempt from Section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. C. Any termination of Employee’s employment triggering payment of benefits under Paragraph 6 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence, to the extent necessary to comply with Section 409A or to qualify for an exemption. To the extent that the termination of Employee’s employment does not constitute a separation of service, any benefits payable under Paragraph 6 that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service. D. If Employee is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Paragraph 6 that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (i) the business day following the six (6)-month anniversary of the date his separation from service becomes effective, and (ii) the date of Employee’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (a) the business day following the six (6)-month anniversary of the date his separation from service becomes effective, and (b) Employee’s death, the Company shall pay Employee in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid Employee prior to that date under Paragraph 6 of this Agreement. E. It is intended that each installment of the payments and benefits provided under Paragraph 6 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. In particular, to the extent that the installment severance payments set forth in Paragraph 6(A)(i) of this Agreement do not qualify for the short-term deferral exception, the remainder shall be divided into two (2) portions. That number of installments commencing after the last day of the short-term deferral period are in the aggregate less than two (2) times the applicable compensation limit under Section 401(a)(17) of the Code for the year in which Employee’s separation from service occurs shall be payable in accordance with Treas. Reg. §1.409A-1(b)(9)(iii) as an involuntary separation plan. The remainder of the installments shall be paid in accordance with Paragraphs 6(A)(i) and 7 above. F. Neither the Company nor Employee 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 of the Code. G. In the event any provision of this Agreement is ambiguous, but a reasonable interpretation of the provision would cause a payment or benefit not to be subject additional tax imposed by Section 409A, the parties intend that interpretation to govern this Agreement.

Section 409A Compliance. 13.1 To the extent applicable, it is intended that any amounts payable under The parties intend for this Agreement shall either to satisfy the requirements of Section 409A or to be exempt from the application of Section 409A of the Code or shall comply with Section 409A (including Treasury regulations 409A, and other published guidance related thereto) so as not to subject Employee to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted accordingly. If this Agreement either fails to satisfy the maximum extent permitted to avoid the imputation requirements of any such additional tax, penalty or interest under Section 409A or is not exempt from the application of Section 409A, then the Code yet preserve (parties hereby agree to amend or to clarify this Agreement in a timely manner so that this Agreement either satisfies the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment requirements of any payments hereunder, and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A or is exempt from the application of the Code.Section 409A. 13.2 (a) Notwithstanding any provisions of provision in this Agreement to the contrary, if in the event that Employee is a “specified employee” (within as defined in Section 409A), any severance benefits or other amounts payable under this Agreement that would be subject to the meaning of special rule regarding payments to “specified employees” under Section 409A 409A(a)(2)(B) (such payments together, “Specified Employee Payments”) of the United States Internal Revenue Code and of 1986, as amended (the regulations adopted thereunder“Code”) at shall not be paid before the time expiration of a period of six months following the date of Employee’s separation from service and termination of employment (or before the date of Employee’s death, if any portion of the payments or benefits earlier). The Specified Employee Payments to be received by which Employee upon separation from service would be considered deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant to this Agreement have been entitled during the six-month period immediately following the date of Employee’s separation from service that constitute Nonqualified Deferred Compensation termination of employment shall be accumulated and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately paid as soon as administratively practicable following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day date of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything in this Agreement to the contrary, distributions upon termination of Employee’s employment employment, with interest on each of the Specified Employee Payments for the period of deferral, at the prime rate, as published in the Wall Street Journal (which shall be interpreted adjusted on the effective date of each change in such rate) plus 300 basis points. (b) To the extent necessary to mean Employee’s “separation from service” with the Company (as determined in accordance with Section 409A ensure satisfaction of the Code and the regulations adopted thereunder). Each payment under this Agreement shall be regarded as a “separate payment” and not of a series of payments for purposes requirements of Section 409A of the Code. 13.3 Except as otherwise specifically provided in this Agreement, if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A 409A(b)(3) of the Code, assets shall not be set aside, reserved in a trust or other arrangement, or otherwise restricted for purposes of the following additional rules shall apply: payment of amounts payable under this Agreement. (ic) Employee acknowledges and understands that Employee should consult with his own personal tax or financial advisor in connection with this Agreement and its tax consequences. Employee understands and agrees that the reimbursable expense must have been incurred, except as otherwise expressly Company has no obligation and no responsibility to provide Employee with any tax or other legal advice in connection with this Agreement and its tax consequences. (d) To the extent that any payments or reimbursements provided in to Employee under this Agreement, during the term of this Agreement; (iiare deemed to constitute taxable compensation to which Treasury Regulation Section 1.409A-3(i)(1)(iv) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement would apply, such amounts shall be made as soon as practicable after Employee’s submission of such expenses paid in accordance with the Company’s policyterms of the provisions under which such rights arise, but in no event later than December 31 of the last day of Employee’s taxable year following the taxable year in which the expense was incurred; and is incurred (iv) the which payment shall be contingent upon Employee’s entitlement timely submission of proper substantiation). The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and Employee’s right to such payments or reimbursement shall not be subject to liquidation or exchange for another any other benefit. If the period during which Employee reviews the proposed release of claims begins in one tax year and terminates in a second tax year, any payments that are contingent on the execution of such release shall be made in the second tax year, regardless whether such release is executed in the first or second tax year. (e) Notwithstanding anything to the contrary herein, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “Separation from Service” within the meaning of Section 409A 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. Further, for purposes of Section 409A of the Code, each payment made under this Agreement shall be designated as a “separate payment” within the meaning of the Section 409A.

Section 409A Compliance. 13.1 To (i) In the extent applicable, it is intended that any amounts payable under this Agreement shall either be exempt from Section 409A of the Code or shall comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not to subject Employee to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges event that Employee has been advised is deemed to obtain independent legal, tax or other counsel in connection with Section 409A of the Code. 13.2 Notwithstanding any provisions of this Agreement to the contrary, if Employee is be a “specified employee” (within the meaning of Section 409A 409A(a)(2)(B)(i) of the Code and Code) in accordance with procedures set by the regulations adopted thereunder) Employer at the time of Employee’s separation from service and if any portion termination hereunder, payment of the amounts described in Sections 6(c) through 6(e) hereof shall be delayed for a period of six months immediately following the Employee’s termination of employment (the “409A Delay Period”). If the Severance Compensation due to the Employee under Section 6(d) is payable in installments, payment of any amounts relating to the 409A Delay Period shall be made to the Employee in a single sum payment on the day immediately following the expiration of the 409A Delay Period and any remaining payments or shall be made in accordance with the terms specified herein. If the Severance Compensation due to the Employee under Section 6(d) is payable in a single sum payment, such payment shall be made to the Employee on the day immediately following the expiration of the 409A Delay Period. The Pro-Rata Incentive Compensation Payment described in Section 6(c) above and the separate bonus payment described in Section 6(e) above shall also be paid to the Employee on the day immediately following expiration of the 409A Delay Period. Any health benefits to be received by which Employee upon separation from service would be considered shall become entitled following termination pursuant to Section 6(f) hereof that are treated as nonqualified deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise shall be payable pursuant provided to this Agreement Employee during the six-month period immediately following Employee’s separation from service 409A Delay Period only to the extent that constitute Nonqualified Deferred Compensation and Employee pays the full cost for such benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on 409A Delay Period. At the earlier of (i) the first business day end of the seventh month following 409A Delay Period, Employer shall promptly reimburse Employee for such paid costs. Employee shall not be entitled to any interest on or in respect of any amounts under Sections 6(c) through 6(e) hereof not paid during the date of Employee’s separation from service and (ii409A Delay Period or any costs advanced by Employee for benefits under Section 6(f) Employee’s deathhereof during the 409A Delay Period. Notwithstanding anything in this Agreement herein to the contrary, distributions upon the Employee shall only be entitled to receive the amounts set forth under Section 6(c) through 6(e) above if the Employee’s termination of Employee’s employment shall be interpreted to mean Employee’s constitutes a “separation from service” within the meaning of the regulations issued under Code Section 409A. (ii) To the extent applicable, it is intended that this Agreement comply with the Company (as determined in accordance with provisions of Section 409A of the Code and the regulations adopted thereunder). Each payment under this Agreement shall be regarded as limited, construed and interpreted in a “separate payment” and not of a series of payments for purposes of Section 409A of the Codemanner consistent with this intent. 13.3 Except as otherwise specifically provided in this Agreement, if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Code, the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement shall be made as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policy, but in no event later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred; and (iv) the Employee’s entitlement to reimbursement shall not be subject to liquidation or exchange for another benefit.

Section 409A Compliance. 13.1 To the extent applicable, it is intended that any amounts payable under this Agreement shall either be exempt from Section 409A of the Code or shall comply with Section 409A (including Treasury regulations A. All in-kind benefits provided and other published guidance related thereto) so as not to subject Employee to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible expenses eligible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code. 13.2 Notwithstanding any provisions of this Agreement to the contrary, if Employee is a “specified employee” (within the meaning of Section 409A of the Code and the regulations adopted thereunder) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything in this Agreement to the contrary, distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (as determined in accordance with Section 409A of the Code and the regulations adopted thereunder). Each payment reimbursement under this Agreement shall be regarded as a “separate payment” and not of a series of payments for purposes of Section 409A of provided by the Code. 13.3 Except as otherwise specifically provided Company or incurred by Employee during the time periods set forth in this Agreement, if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Code, the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement . All reimbursements shall be made paid as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policyadministratively practicable, but in no event later than shall any reimbursement be paid after the last day of Employee’s the taxable year following the taxable year in which the expense was incurred; and (iv) . The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the Employee’s entitlement in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement shall or in-kind benefits is not be subject to liquidation or exchange for another benefit. B. This Agreement is intended to comply with Section 409A of the Code, or an exemption thereto, and payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code, to the extent applicable. Severance benefits under this Agreement are intended to be exempt from Section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. C. Any termination of Employee’s employment triggering payment of benefits under Paragraph 6 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence, to the extent necessary to comply with Section 409A or to qualify for an exemption. To the extent that the termination of Employee’s employment does not constitute a separation of service, any benefits payable under Paragraph 6 that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service. D. If Employee is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date her separation from service becomes effective, any benefits payable under Paragraph 6 that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (i) the business day following the six (6)-month anniversary of the date her separation from service becomes effective, and (ii) the date of Employee’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (a) the business day following the six (6)-month anniversary of the date his separation from service becomes effective, and (b) Employee’s death, the Company shall pay Employee in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid Employee prior to that date under Paragraph 6 of this Agreement. E. It is intended that each installment of the payments and benefits provided under Paragraph 6 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. In particular, to the extent that the installment severance payments set forth in Paragraph 6(A)(i) of this Agreement do not qualify for the short-term deferral exception, the remainder shall be divided into two (2) portions. That number of installments commencing after the last day of the short-term deferral period are in the aggregate less than two (2) times the applicable compensation limit under Section 401(a)(17) of the Code for the year in which Employee’s separation from service occurs shall be payable in accordance with Treas. Reg. §1.409A-1(b)(9)(iii) as an involuntary separation plan. The remainder of the installments shall be paid in accordance with Paragraphs 6(A)(i) and 7 above. F. Neither the Company nor Employee 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 of the Code. G. In the event any provision of this Agreement is ambiguous, but a reasonable interpretation of the provision would cause a payment or benefit not to be subject additional tax imposed by Section 409A, the parties intend that interpretation to govern this Agreement.

Section 409A Compliance. 13.1 To the extent applicable, it is intended that any amounts The payments and benefits payable under pursuant to this Agreement shall are intended either to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and regulations thereunder (“Section 409A”), as payments that would fall within the “short-term deferral period” within the meaning of Treasury Regulation Section 1.409A-1(b)(4) and/or the separation pay exception in Treasury Regulation Section 1.409A-1(b)(9), to the extent available, or shall to comply with the provisions of Section 409A (including Treasury regulations and other published guidance related thereto) so as not 409A. This Agreement shall be interpreted to subject Employee to payment of avoid any additional tax, penalty or interest imposed sanctions under Section 409A of the Code. The 409A. Accordingly, all provisions of this Agreement herein, or incorporated by reference, shall be construed and interpreted to the maximum extent permitted to avoid the imputation of be exempt from or compliant with Section 409A and, if necessary, any such additional tax, penalty or interest under provision shall be deemed amended to comply with Section 409A and regulations thereunder. In connection therewith: i. It is intended that each installment of the Code yet preserve payments and benefits hereunder shall be treated as a separate “payment” for purposes of Section 409A. ii. References to Executive’s termination, termination of employment, termination of service, or words of similar import shall mean Executive’s “separation from service” as such term is used in Section 409A. iii. 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 employment-related action, including without limitation execution (to the nearest extent reasonably possibleand non-revocation) the intended benefit payable to Employee. Notwithstanding the foregoingof another agreement, the Company makes no representations regarding the tax treatment of any payments hereundersuch as a release agreement, and the Employee 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 responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreementpaid in such following calendar year. iv. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A If as of the Code. 13.2 Notwithstanding any provisions of this Agreement to the contrarySeparation Date, if Employee Executive is a “specified employee” (within the meaning of Section 409A(a)(2)(B) or any successor provision thereto), then with regard to any payment or provision of benefit that is subject to Section 409A of the Code and the regulations adopted thereunder) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered as deferred compensation under Section 409A and is due upon or as a result of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything in this Agreement to the contrary, distributions upon termination of Employee’s employment shall be interpreted to mean EmployeeExecutive’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 Company earlier of (as determined in accordance with Section 409A A) expiration of the Code six (6)-month period measured from such “separation from service,” and (B) the regulations adopted thereunderdate of Executive’s death (the “Delay Period”). Each payment 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 benefit due under this Agreement shall be regarded as a “separate payment” and not of a series of payments for purposes of Section 409A of the Code. 13.3 Except as otherwise specifically paid or provided in this Agreement, if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Code, the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement shall be made as soon as practicable after Employee’s submission of such expenses in accordance with the Companynormal payment dates specified for them in this Agreement. v. While this Agreement is intended to be exempt from or compliant with Section 409A, neither SecureWorks nor the Company makes or has made any representation, warranty or guarantee of any federal, state or local tax consequences of Executive’s policyentitlements under this Agreement, including, but in no event later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred; and (iv) the Employee’s entitlement to reimbursement shall not be subject to liquidation or exchange for another benefit.limited to, under Section 409A.

Section 409A Compliance. 13.1 To the extent applicable, it (a) The Company and Executive agree that this Severance Agreement will be administered and interpreted in good faith in a manner which is intended to minimize the risk that any amounts payable under this Agreement shall either Executive will be exempt from Section 409A of the Code or shall comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not subject to subject Employee to payment of any additional tax, penalty or interest imposed tax under Section 409A of the Code. The provisions Internal Revenue Code of 1986, as amended (“Section 409A”), with respect to any payments to be made or benefits to be provided to Executive by the Company pursuant to the terms of this Agreement shall be construed and interpreted to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunderSeverance Agreement, and the Employee Company and Executive agree to cooperate fully and in good faith with one another to seek to minimize such risk. (b) Notwithstanding any other provision of this Severance Agreement, no payments shall be responsible for any made and all applicable taxes, other than the Companyno benefits shall be provided under this Severance Agreement as a result of Executive’s share termination of employment taxes on unless Executive has a “separation from service” within the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel meaning of Section 409A in connection with Section 409A such termination of employment, and Executive and the Company acknowledge and agree that a “separation from service” may come before, after or coincide with any such termination of employment and that the payments otherwise to be made at a termination of employment and that the benefits otherwise to be provided at a termination of employment shall only be made or provided at the time of the Code. 13.2 Notwithstanding related “separation from service”. Furthermore, Executive and the Company acknowledge and agree that all or any provisions part of this Agreement any payment to be made or benefit to be provided to Executive during the contrary, 6 month and 1 day period which starts on the date Executive has a “separation from service” (other than by reason of Executive’s death) shall be delayed and then paid (in a lump sum without interest) or provided (without interest) on the first business day which comes 6 months and 1 day after the date of Executive’s “separation from service” if Employee the Company acting in good faith determines that (1) Executive is a “specified employee” (within in the meaning of Section 409A of the Code and the regulations adopted thereunder(2) making such payment or providing such benefit during such 6 month and 1 day period would put Executive at the time of Employee’s separation from service and if risk for any portion of the payments taxes or benefits to be received by Employee upon separation from service would be considered deferred compensation penalties under Section 409A 409A. (c) With respect to items eligible for reimbursement under the terms of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”)this Severance Agreement, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day amount of such expenses eligible for reimbursement, or in-kind benefits provided, in any taxable year shall not affect the seventh month following the date of Employee’s separation from service and expenses eligible for reimbursement, or in-kind benefits to be provided, in another taxable year, (ii) Employee’s death. Notwithstanding anything in this Agreement to the contraryno reimbursement or in-kind benefit may be exchanged or liquidated for another payment or benefit, distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (as determined in accordance with Section 409A of the Code and the regulations adopted thereunder). Each payment under this Agreement shall be regarded as a “separate payment” and not of a series of payments for purposes of Section 409A of the Code. 13.3 Except as otherwise specifically provided in this Agreement, if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Code, the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement any reimbursements of expenses shall be made as soon as practicable after Employee’s submission of such expenses in accordance with under the Company’s policy, circumstances but in any event no event later than the last day end of Employee’s taxable the calendar year following the taxable year calendar in which the expense was related expenses were incurred; . (d) The Company and (iv) Executive intend that each installment of payments and benefits provided under this Severance Agreement shall be treated as a separate identified payment for purposes of Section 409A and that neither the Employee’s entitlement Company nor Executive shall have the right to reimbursement shall not accelerate or defer the delivery of any such payments or benefits if a determination is made in good faith that any such acceleration or deferral would present a risk that Executive would be subject to liquidation any tax under Section 409A. (e) Executive acknowledges and agrees that nothing in this Severance Agreement shall be construed as a covenant by the Company that no payment will be made or exchange benefit will be provided under this Severance Agreement which will be subject to taxation under Section 409A or as a guarantee or indemnity by the Company for another benefitthe tax consequences to the payments and benefits called for under this Severance Agreement including any tax consequences under Section 409A. Finally, Executive agrees that Executive shall be the only person responsible for paying all taxes due with respect to such payments and benefits (excluding the employer’s portion of payroll taxes, including FICA and FUTA).