Common use of Section 409A Compliance Clause in Contracts

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A Compliance. (a) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code or an exemption thereto, and, hereinafter being referred to the extent necessary in order to avoid the imposition as “Section 409A”). Payments of a penalty tax on Executive Non-Qualified Deferred Compensation (as such term is defined under Section 409A of and the Code, payments regulations promulgated thereunder) may only be made under this Agreement upon an event and in a manner permitted by Section 409A 409A. Any amounts payable solely on account of an involuntary separation from service of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under excludible from the applicable exception. Notwithstanding anything in this Agreement to the contraryrequirements of Section 409A, if Executive is considered a “specified employee” (either as defined in Section 409A of the Code), any amounts paid involuntary separation pay or provided under this Agreement shallas short-term deferral amounts, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month periodmaximum possible extent. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible available for reimbursement, or in the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is in incurred, and (iv) the right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit. b) To the extent required by Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Executive on account of his separation from service until the first to occur of (i) the date of the Executive’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Section 409A(a)(2)(B)(i) of the Code and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Executive’s employment with the Company shall be withheld until the Executive incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). d) The preceding provisions of this Section 20 shall not be construed as a guarantee by the Company of any particular tax effect to the Executive under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Executive and the Company. The Company shall not be liable to the Executive for any additional tax, penalty or interest imposed under Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Section 409A.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event All in-kind benefits provided and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify expenses eligible for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments reimbursement under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly provided by the Company or indirectly, designate incurred by the calendar year of a paymentExecutive during the time periods set forth in this Agreement. All reimbursements and in kind benefits provided under this Agreement shall be made or provided paid as soon as administratively practicable, but in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) no event shall any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than paid after the last calendar day of the calendar taxable year following the taxable year in which the expense is was incurred, and (iv) . The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5 are deemed to constitute non-qualified deferred compensation benefits subject to ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code (the “Code”), the following interpretations apply to Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. § 1.409A-l(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A- 1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b) 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 under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 7(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Because the Executive 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 Section 5(b)(iii) or 5(c)(iii) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’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-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5 of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. In particular, the installment severance payments set forth in Section 7(b)(ii) of this Agreement shall be divided into two portions. That number of installments commencing on the first payment date set forth in Section 7 of this Agreement that are in the aggregate less than two times the applicable compensation limit under Section 401(a)(17) of the Code for the year in which the Termination Date occurs (provided the termination of the Executive’s employment is also a separation from service) shall be payable in accordance with Treas. Reg. § 1.409A-l(b)(9)(iii) as an involuntary separation plan. The remainder of the installments shall be paid in accordance with Sections 7(b)(i) and (ii) above.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, andThe following rules shall apply, to the extent necessary in order necessary, with respect to avoid distribution of the imposition of a penalty tax on payments and benefits, if any, to be provided to Executive under Section 409A of this Agreement. Subject to the Codeprovisions in this Paragraph, the severance payments may only be made under pursuant to this Agreement shall begin only upon an event and in a manner permitted by Section 409A the date of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10determined as set forth below) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred occurs on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days or after the date of Executive’s deathtermination of employment. (b) For purposes of 20.1. This Agreement is intended to be exempt from or to comply with Code Section 409A (to the extent applicable) and the parties hereto agree to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply therewith or be exempt therefrom and without resulting in any increase in the amounts owed hereunder by Company. 20.2. It is intended that each installment of the Code, the right to a series of installment severance payments and benefits provided under this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance issued thereunder (“Section 409A”). Neither Executive nor Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. 20.3. If, as of the date of Executive’s “separation from service” from Company, Executive is not a series “specified employee” (within the meaning of separate paymentsSection 409A), then each installment of the severance payments and benefits shall be made on the dates and terms set forth in this Agreement. 20.4. In If, as of the date of Executive’s “separation from service” from Company, Executive is a “specified employee” (within the meaning of Section 409A), then: 20.4.1. Each installment of the severance payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and 20.4.2. Each installment of the severance payments and benefits due under this Agreement that is not described in above and that would, absent this provision, be paid within the six-month period following Executive’s “separation from service” from Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no event may later than the last day of the second taxable year following the taxable year in which the separation from service occurs. 20.5. The determination of whether and when Executive’s separation from service from Company has occurred shall be made in a manner consistent with, directly or indirectlyand based on the presumptions set forth in, designate the calendar year Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Paragraph 20, “Company” shall include all persons with whom Company would be considered a paymentsingle employer as determined under Treasury Regulation Section 1.409A-1(h)(3). 20.6. All reimbursements and in in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of to the Codeextent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirement requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, reimbursement during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than on or before the last calendar day of the calendar year following the year in which the expense is incurred, incurred and (iv) the right to reimbursement or in kind benefits is not subject to set off or liquidation or exchange for another any other benefit. 20.7. Notwithstanding anything herein to the contrary, Company shall have no liability to Executive or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

Section 409A Compliance. (a1) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made All in-kind benefits provided and expenses eligible for reimbursement under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not will be provided unless such termination constitutes a “separation from service” within by the meaning of Section 409A of Company or incurred by Executive during the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything time periods set forth in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a paymentAgreement. All reimbursements and will be paid as soon as administratively practicable, but in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) no event will any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than paid after the last calendar day of the calendar taxable year following the taxable year in which the expense is was incurred, and (iv) . The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year will not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit. (2) To the extent that any of the payments or benefits provided for in Section 4(d) are deemed to constitute non-qualified deferred compensation benefits subject to S▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code (the “Code”), the following interpretations apply to Section 4: (3) Any termination of Executive’s employment triggering payment of benefits under Section 4(d) 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 that the termination of Executive’s employment does not constitute a separation of service, any benefits payable under Section 4(d) that constitute deferred compensation under Section 409A of the Code will be delayed until after the date of a subsequent event constituting a separation of service. (4) If Executive 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 Section 4(d) that constitute non-qualified deferred compensation under Section 409A of the Code will be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of Executive’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-month anniversary of the date his separation from service becomes effective, and (B) Executive’s death, the Company will pay Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid Executive prior to that date under Section 4(d) of this Agreement. (5) It is intended that each installment of the payments and benefits provided under Section 4(d) of this Agreement will be treated as a separate “payment” for purposes of Section 409A of the Code. (6) Neither the Company nor Executive will have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (a) This The intent of the parties is that payments and benefits under this Agreement is intended to comply with Section 409A of Code to the Code or an exemption extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent necessary in order required to avoid the imposition of a penalty accelerated taxation and/or tax on Executive penalties under Section 409A of the Code, payments may only the Grantee shall not be made considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Grantee under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition on account of a penalty tax on Executive under Section 409A of separation from service until the Code, not Grantee would be provided unless such termination constitutes considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything described in this Agreement to that are due within the contrary, if Executive is considered a “specified employeeshort-term deferral period” (as defined in Section 409A of the Code), any amounts paid or provided under Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement shallAgreement, to the extent necessary that any amounts are payable upon a separation from service and such payment would result in order to avoid the imposition of a penalty accelerated taxation and/or tax on Executive penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be delayed for made on the first business day after the date that is six (6) months after Executive’s “following such separation from service” within the meaning of Section 409A service (or death, if earlier). The Company makes no representation that any or all of the Code, and the accumulated amounts shall payments described in this Agreement will be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of exempt from or comply with Section 409A of the Code shall be paid and makes no undertaking to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of preclude Section 409A of the Code, the right Code from applying to a series of installment payments under this Agreement any such payment. The Grantee shall be treated as a right to a series solely responsible for the payment of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements any taxes and in kind benefits provided penalties incurred under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.409A.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning requirements of Section 409A of the Code. Any payments that qualify for Internal Revenue Code of 1986, as amended (the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under Code”) (together with the applicable exceptionregulations thereunder, “Section 409A”). Notwithstanding anything To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A or to the contrary, if Executive is considered a “specified employee” (as defined extent any provision in this Agreement must be modified to comply with Section 409A (including, without limitation, Treasury Regulation 1.409A-3(c)), such provision will be read, or will be modified (with the mutual consent of the Codeparties, which consent will not be unreasonably withheld), any amounts paid or provided as the case may be, in such a manner so that all payments due under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under will comply with Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) 409A. For purposes of Section 409A of the Code409A, the right to a series of installment payments each payment made under this Agreement shall will be treated as a right to a series of separate paymentspayment. In no event may Executive, directly or indirectly, designate the calendar year of a payment. . (b) All reimbursements and in kind benefits provided under this Agreement shall will be made or provided in accordance with the requirements of Section 409A of the Code409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, reimbursement during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than on or before the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. (c) Executive further acknowledges that any tax liability incurred by Executive under Section 409A of the Code is solely the responsibility of Executive. (d) Notwithstanding any provision of this Agreement to the contrary, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees” (as defined in Section 409A) any payment on account of Executive’s separation from service that would otherwise be due hereunder within six months after such separation will nonetheless be delayed until the first business day of the seventh month following Executive’s date of termination and the first such payment will include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction. Notwithstanding anything contained herein to the contrary, Executive will not be considered to have terminated employment with the Company for purposes of Section 8 hereof unless he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event All in-kind benefits provided and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify expenses eligible for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments reimbursement under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly provided by the Company or indirectly, designate incurred by the calendar year of a paymentExecutive during the time periods set forth in this Agreement. All reimbursements and in kind benefits provided under this Agreement shall be made or provided paid as soon as administratively practicable, but in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) no event shall any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than paid after the last calendar day of the calendar taxable year following the taxable year in which the expense is was incurred, and (iv) . The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5 are deemed to constitute non-qualified deferred compensation benefits subject to ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code (the “Code”), the following interpretations apply to Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. § 1.409A-l(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A- 1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b) or (c) 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 under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 7(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Because the Executive 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 Section 5(b) or (c) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’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-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5 of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. In particular, the installment severance payments set forth in Section 7(b)(ii) of this Agreement shall be divided into two portions. That number of installments commencing on the first payment date set forth in Section 7 of this Agreement that are in the aggregate less than two times the applicable compensation limit under Section 401(a)(17) of the Code for the year in which the Termination Date occurs (provided the termination of the Executive’s employment is also a separation from service) shall be payable in accordance with Treas. Reg. § 1.409A-l(b)(9)(iii) as an involuntary separation plan. The remainder of the installments shall be paid in accordance with Sections 7(b)(i) and (ii) above.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event All in-kind benefits provided and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify expenses eligible for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments reimbursement under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly provided by the Company or indirectly, designate incurred by the calendar year of a paymentExecutive during the time periods set forth in this Agreement. All reimbursements and in kind benefits provided under this Agreement shall be made or provided paid as soon as administratively practicable, but in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) no event shall any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than paid after the last calendar day of the calendar taxable year following the taxable year in which the expense is was incurred, and (iv) . The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5 are deemed to constitute non-qualified deferred compensation benefits subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the following interpretations apply to Section 5: Any termination of the Executive’s employment triggering payment of benefits under Section 5 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 that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company, or any of its parents, subsidiaries or affiliates, at the time the Executive’s employment terminates), any benefits payable under Section 5 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 under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 7(b) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. Further, if the Executive 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 Section 5 that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’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-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b) of this Agreement. It is intended that each installment of the payments and benefits provided under Section 5(b) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, Notwithstanding anything to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything contrary in this Agreement to the contraryAgreement, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in in-kind benefits and reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Treasury Regulation Section 409A of the Code1.409A-3(i)(1)(iv), including, where applicable, the requirement such that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in in-kind benefits provided, and reimbursements provided under this Agreement during a any calendar year may shall not affect the expenses eligible for reimbursement, or in in-kind benefits or reimbursements to be provided, provided in any other calendar year, (iii) other than an arrangement providing for the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year medical expenses referred to in which the expense is incurredCode Section 105(b), and (iv) the right to reimbursement or in any in-kind benefits is 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 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 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 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 employment, such payment shall be made at such time as Executive 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. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, Notwithstanding anything to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything contrary in this Agreement to the contraryAgreement, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in in-kind benefits and reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Treasury Regulation Section 409A of the Code1.409A-3(i)(1)(iv), including, where applicable, the requirement such that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in in-kind benefits provided, and reimbursements provided under this Agreement during a any calendar year may shall not affect the expenses eligible for reimbursement, or in in-kind benefits or reimbursements to be provided, provided in any other calendar year, (iii) other than an arrangement providing for the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year medical expenses referred to in which the expense is incurredCode Section 105(b), and (iv) the right to reimbursement or in any in-kind benefits is 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 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 Playa Management and each employer treated as a single employer with Playa 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 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 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 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 Management and each employer treated as a single employer with Playa Management, as determined above.

Section 409A Compliance. (a) This Any payments under this Agreement is intended that are deemed to comply with Section 409A of the Code or an exemption thereto, and, be deferred compensation subject to the extent necessary in order to avoid the imposition requirements of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of are intended to comply with the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning requirements of Section 409A 409A. To this end and notwithstanding any other provision of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if at the time of Executive’s termination of employment with the Company, (i) the Company’s securities are publicly traded on an established securities market; (ii) Executive is considered a “specified employee” (as defined in Section 409A 409A); and (iii) the deferral of the Code), commencement of any amounts paid payments or provided under benefits otherwise payable pursuant to this Agreement shall, to the extent as a result of such termination of employment is necessary in order to avoid prevent any accelerated or additional tax under Section 409A, then the imposition Company will defer the commencement of a penalty tax on Executive such payments (without any reduction in amount ultimately paid or provided to Executive) that are not paid within the short-term deferral rule under Section 409A (and any regulations thereunder) or within the “involuntary separation” exemption of Treasury Regulation § 1.409A-1(b)(9)(iii). Such deferral shall last until the Code, be delayed for date that is six (6) months after following Executive’s “separation from service” within termination of employment with the meaning Company (or the earliest date as is permitted under Section 409A). Any amounts the payment of Section 409A of the Code, and the accumulated amounts which are so deferred shall be paid in a lump sum within ten (10) calendar days payment on the 10th day after the end of such deferral period together with interest thereon through the six date preceding payment at the rate of interest payable on jumbo six-month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of The New York Times preceding the Executive’s date of termination (6)-month periodthe “Applicable Interest Rate”). If Executive dies during the six (6)-month postponement deferral period prior to the payment of benefitsany deferred amount, then the amounts unpaid deferred amount, together with interest thereon through the date preceding payment of which is deferred on account of Section 409A of at the Code Applicable Interest Rate, shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) . For purposes of Section 409A of the Code409A, the Executive’s right to a series of receive installment payments under pursuant to this Agreement including, without limitation, each COBRA continuation reimbursement shall be treated as a right to receive a series of separate and distinct payments. In no event may Executive, directly The Executive will be deemed to have a date of termination for purposes of determining the timing of any payments or indirectly, designate benefits hereunder that are classified as deferred compensation only upon a “separation from service” within the calendar year meaning of a payment. All reimbursements and in kind benefits provided Section 409A. Any amount that the Executive is entitled to be reimbursed under this Agreement shall will be made or provided in accordance with reimbursed to the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, Executive as promptly as practical and in any other calendar year, (iii) the reimbursement of an eligible expense will be made no event not later than the last calendar day of the calendar year following after the calendar year in which the expense is expenses are incurred, and (iv) the any right to reimbursement or in kind benefits is will not be subject to liquidation or exchange for another benefit, and the amount of the expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The parties agree to consider any amendments or modifications to this Employment Agreement or any other compensation arrangement between the parties, as reasonably requested by the other party, that is necessary to cause such agreement or arrangement to comply with Section 409A (or an exception thereto), provided that such proposed amendment or modification does not change the economics of the agreement or arrangement and does not provide for any additional cost to either party. Notwithstanding the foregoing, the parties will not be obligated to make any amendment or modification and the Company makes no representation or warranty with respect to compliance with Section 409A and shall have no liability to the Executive or any other person if any provision of this Employment Agreement or such other arrangement are determined to constitute deferred compensation subject to Section 409A that does not satisfy an exemption from, or the conditions of, such Section.

Section 409A Compliance. (a) This Any payments under this Agreement is that are deemed to be deferred compensation subject to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), are intended to comply with the requirements of Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under and this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in interpreted accordingly. (b) To this end and notwithstanding any other provision of this Agreement to the contrary, if at the time of the Executive's termination of employment with the Company: (i) the Company's securities are publicly traded on an established securities market; (ii) the Executive is considered a “"specified employee” " (as defined in Section 409A of the Code), ; and (iii) the deferral of the commencement of any amounts paid payments or provided under benefits otherwise payable pursuant to this Agreement shall, to the extent as a result of such termination of employment is necessary in order to avoid the imposition of a penalty prevent any accelerated or additional tax on Executive under Section 409A of the Code, be delayed for then the Company will defer the commencement of such payments (without any reduction in amount ultimately paid or provided to the Executive). (c) Such deferral shall last until the date that is six (6) months after following the Executive’s “separation from service” within 's termination of employment with the meaning of Company (or the earliest date as is permitted under Section 409A of the Code, and ). (d) Any amounts the accumulated amounts payment of which are so deferred shall be paid in a lump sum within ten payment on the first (101st) calendar days after day of the seventh (7th) month following the end of such deferral period. (e) If the six (6)-month period. If Executive dies during the six (6)-month postponement deferral period prior to the payment of benefitsany deferred amount, then the amounts the payment of which is unpaid deferred on account of Section 409A of the Code amount shall be paid to the personal representative of the Executive’s 's estate within sixty (60) calendar days after the date of the Executive’s 's death. (bf) For purposes of Section 409A of the Code, the Executive's right to a series of receive installment payments under pursuant to this Agreement including, without limitation, any Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") continuation reimbursement shall be treated as a right to receive a series of separate and distinct payments. In no event may Executive, directly . (g) The Executive will be deemed to have a date of termination for purposes of determining the timing of any payments or indirectly, designate benefits hereunder that are classified as deferred compensation only upon a "separation from service" within the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements meaning of Section 409A of the Code, including, where applicable, . (h) Any amount that the requirement that (i) any reimbursement Executive is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits entitled to be provided, reimbursed under this Agreement will be reimbursed to the Executive as promptly as practical and in any other calendar year, (iii) the reimbursement of an eligible expense will be made no event not later than the last calendar day of the calendar year following quarter after the year calendar quarter in which the expense is expenses are incurred, and (iv) the any right to reimbursement or in kind benefits is will not be subject to liquidation or exchange for another benefit, and the amount of the expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year. (i) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "payment shall be made within thirty (30) days following the date of termination"), the actual date of payment within the specified period shall be within the reasonable discretion of the Company. (j) For purposes of Section 409A of the Code, any payment to be made to the Executive after receipt of an executed and irrevocable release within any specified period, in which such period begins in one (1) taxable year of the Executive and ends in a second taxable year of the Executive, will be made in the second taxable year. (k) The parties agree to consider any amendments or modifications to this Agreement or any other compensation arrangement between the parties, as reasonably requested by the other party, that is necessary to cause such agreement or arrangement to comply with Section 409A of the Code (or an exception thereto); provided that such proposed amendment or modification does not change the economics of the agreement or arrangement and does not provide for any additional cost to either party. (l) Notwithstanding the foregoing, the parties will not be obligated to make any amendment or modification and the Company makes no representation or warranty with respect to compliance with Section 409A of the Code and shall have no liability to the Executive or any other person if any provision of this Agreement or such other arrangement are determined to constitute deferred compensation subject to Section 409A of the Code that does not satisfy an exemption from, or the conditions of, such Section.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event All in-kind benefits provided and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify expenses eligible for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments reimbursement under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly provided by the Company or indirectly, designate incurred by the calendar year of a paymentExecutive during the time periods set forth in this Agreement. All reimbursements and in kind benefits provided under this Agreement shall be made or provided paid as soon as administratively practicable, but in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) no event shall any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than paid after the last calendar day of the calendar taxable year following the taxable year in which the expense is was incurred, and (iv) . The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute non-qualified deferred compensation benefits subject to S▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code (the “Code”), the following interpretations apply to Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) 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 that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) 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 under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If the Executive 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 Section 5(b), (c) or (d) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’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-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) or (d) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (a) Any payments conditioned upon a termination of the Executive’s employment will be deemed to be conditioned upon the Executive’s separation from service within the meaning of Treasury Regulation Section 1.409A-1(h) and will be construed and interpreted accordingly. If the Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Executive’s separation from service, then the Executive shall not be entitled to any severance payments or other benefits pursuant to this Agreement until the earlier of (a) the date which is six months after the date of the Executive’s separation from service, or (b) the date of the Executive’s death. This Agreement is intended paragraph shall only apply if, and to the extent required in order to comply with Section 409A of the Internal Revenue Code or an exemption theretoof 1986, andas amended (the “Code”), and Treasury Regulation Section 1.409A-3(i)(2). Any amounts otherwise payable to the extent necessary Executive upon or in order to avoid the imposition of a penalty tax on Executive under Section 409A of six-month period following the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits Executive’s separation from service that are provided upon a termination not so paid by reason of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code paragraph shall be paid to the personal representative of Executive (or the Executive’s estate estate, as the case may be) as soon as practicable (and in all events within sixty twenty days) after the expiration of such six-month period or (60) calendar days after if applicable, the date of the Executive’s death). (b) For purposes Any taxable reimbursement of Section 409A of expenses payable to the Code, the right to a series of installment payments under this Agreement Executive shall be treated as a right paid to a series of separate payments. In no event may Executive, directly the Executive on or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than before the last calendar day of the calendar Executive’s taxable year following the taxable year in which the related expense is was incurred, . Expense reimbursements and (iv) the right to reimbursement or in in-kind benefits is provided to the Executive shall not be subject to liquidation or exchange for another benefitbenefit and the amount of such reimbursements or in-kind benefits that the Executive receives in one taxable year shall not affect the amount of such reimbursements or benefits that the Executive may receive in any other taxable year. (c) It is intended that any amounts payable under this Agreement and the Company’s and the Executive’s exercise of any authority or discretion hereunder shall comply with, and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. Should the Company pay the Executive contrary to clause (a) or (b) of Section 21(a) above, the Company shall indemnify the Executive for any taxes due thereon as a result.

Section 409A Compliance. It is intended that all benefits and compensation payable pursuant to this Agreement are exempt from or, alternatively, comply with Code Section 409A (a) This and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordingly. In the event that any provision of this Agreement is intended to comply inconsistent with Code Section 409A or such guidance, then the applicable provisions of Code Section 409A shall supersede such inconsistent provision. In accordance with the foregoing, the Executive shall not have a legally binding right to any distribution made to Executive in error. Notwithstanding the foregoing, in no event will any of the Code Company, its parent, its or an exemption theretotheir respective subsidiaries, andaffiliates, to the extent necessary in order to avoid the imposition or officers, directors, employees, or agents have any liability for failure of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in be exempt from or comply with Code Section 409A and none of the Code)foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment receive any payments under pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may ExecutiveWhenever a payment under this Agreement specifies a payment period with reference to a number of days, directly or indirectly, designate the calendar year actual date of a paymentpayment within the specified period shall be within the sole discretion of the Company. All reimbursements and in kind benefits provided A “termination of employment” under this Agreement shall be made or provided in accordance with the requirements of mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the Codecontrary, including, where applicable, to the requirement extent that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursementconstitutes “deferred compensation” under Code Section 409A, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to such reimbursement shall be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made provided no later than the last calendar day December 31 of the calendar year following the year in which the expense is was incurred, and (iv) . The amount of expenses reimbursed in one year shall not affect the right to amount eligible for reimbursement or in any subsequent year. The amount of any in-kind benefits is provided in one year shall not subject to liquidation or exchange for another benefitaffect the amount of in-kind benefits provided in any other year.

Section 409A Compliance. (a) Any payments conditioned upon a termination of the Executive’s employment will be deemed to be conditioned upon the Executive’s separation from service within the meaning of Treasury Regulation Section 1.409A-1(h) and will be construed and interpreted accordingly. If the Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Executive’s separation from service, then the Executive shall not be entitled to any severance payments or other benefits pursuant to this Agreement until the earlier of (i) the date which is six months after the date of the Executive’s separation from service, or (ii) the date of the Executive’s death. This Agreement is intended paragraph shall only apply if, and to the extent required in order to comply with Section 409A of the Internal Revenue Code or an exemption theretoof 1986, andas amended (the “Code”), and Treasury Regulation Section 1.409A-3(i)(2). Any amounts otherwise payable to the extent necessary Executive upon or in order to avoid the imposition of a penalty tax on Executive under Section 409A of six-month period following the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits Executive’s separation from service that are provided upon a termination not so paid by reason of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code paragraph shall be paid to the personal representative of Executive (or the Executive’s estate estate, as the case may be) as soon as practicable (and in all events within sixty twenty days) after the expiration of such six-month period or (60) calendar days after if applicable, the date of the Executive’s death). (b) For purposes Any taxable reimbursement of Section 409A of expenses payable to the Code, the right to a series of installment payments under this Agreement Executive shall be treated as a right paid to a series of separate payments. In no event may Executive, directly the Executive on or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than before the last calendar day of the calendar Executive’s taxable year following the taxable year in which the related expense is was incurred, . Expense reimbursements and (iv) the right to reimbursement or in in-kind benefits is provided to the Executive shall not be subject to liquidation or exchange for another benefitbenefit and the amount of such reimbursements or in-kind benefits that the Executive receives in one taxable year shall not affect the amount of such reimbursements or benefits that the Executive may receive in any other taxable year. (c) It is intended that any amounts payable under this Agreement and the Company’s and the Executive’s exercise of any authority or discretion hereunder shall comply with, and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. Should the Company pay the Executive contrary to clause (i) or (ii) of Section 24(a) above, the Company shall indemnify the Executive for any taxes due thereon as a result.

Section 409A Compliance. (a) 15.1 This Agreement is intended to comply with Section with, or otherwise be exempt from, section 409A of the Code or an exemption theretoCode. 15.2 Company shall undertake to administer, andinterpret, to the extent necessary and construe this Agreement in order to avoid a manner that does not result in the imposition on Employee of a penalty tax on Executive any additional tax, penalty, or interest under Section section 409A of the Code. 15.3 If Company determines in good faith that any provision of this Agreement would cause Employee to incur an additional tax, penalty, or interest under section 409A of the Code, payments may only be made under this Agreement upon an event Company and Employee shall use reasonable efforts to reform such provision, if possible, in a manner permitted by Section mutually agreeable fashion to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of section 409A of the Code. 15.4 The preceding provisions, however, shall not be construed as a guarantee by Company of any particular tax effect to Employee under this Agreement. Any payments Company shall not be liable to Employee for any payment made under this Agreement, at the direction or benefits with the consent of Employee, that are provided upon a termination of employment shallis determined to result in an additional tax, to the extent necessary in order to avoid the imposition of a penalty tax on Executive penalty, or interest under Section section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) 15.5 For purposes of Section section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive. 15.6 With respect to any reimbursement of expenses of, directly or indirectlyany provision of in-kind benefits to, designate Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the calendar year following conditions: (i) the expenses eligible for reimbursement or the amount of a payment. All reimbursements and in in-kind benefits provided under this Agreement in one taxable year shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, reimbursement or in the amount of in-kind benefits to be provided, provided in any other calendar taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in section 105(b) of the Code; (iiiii) the reimbursement of an eligible expense will shall be made no later than the last calendar day end of the calendar year following after the year in which the such expense is was incurred, ; and (iviii) the right to reimbursement or in in-kind benefits is shall not be subject to liquidation or exchange for another benefit. 15.7 If a payment obligation under this Agreement arises on account of Employee’s “separation from service” while Employee is a “specified employee” (as each such term is defined under section 409A of the Code and determined in good faith by Company), any payment of “deferred compensation” (as defined under Treasury Regulation section 1.409A-e 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue with interest and shall be paid within 15 days after the end of the six-month period beginning on the date of such separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of Employee’s estate following the death of the Employee. For purposes of the preceding sentence, interest shall accrue at the prime rate of interest published in the northeast edition of The Wall Street Journal on the date of Employee’s separation from service.

Section 409A Compliance. (a) This It is the intent of this Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code or an exemption theretoof 1986, andas amended (the “Code”), so that none of the severance and other payments and benefits to be provided hereunder will be subject to the extent necessary in order to avoid the imposition of a penalty additional tax on Executive imposed under Section 409A of the Code, and this Agreement will be interpreted accordingly. The Executive’s right to a series of installment payments may only be made under this Agreement upon an will be treated as a right to a series of separate payments within the meaning of Treas. Reg. § 1.409A-2(b)(2)(iii). The foregoing notwithstanding, the Company will in no event and in whatsoever be liable for any additional tax, interest or penalty incurred by the Executive as a manner permitted by result of the failure of any payment or benefit to satisfy the requirements of Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, Notwithstanding any provision to the extent necessary contrary in order this Agreement, (a) no amount of nonqualified deferred compensation subject to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not Code that is payable in connection with the termination of the Executive’s employment will be provided paid to the Executive unless such the termination of the Executive’s employment constitutes a “separation from service” within the meaning of Section 409A 1.409A-1(h) of the Department of Treasury Regulations; (b) if the Executive is deemed at the time of the Executive’s separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code. Any , to the extent that delayed commencement of any portion of the termination benefits to which the Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of the Executive’s termination benefits will not be provided to the Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A) and (ii) the date of the Executive’s death; provided that upon the earlier of such dates, all payments that qualify deferred pursuant to this clause (b) will be paid to the Executive in a lump sum, and any remaining payments due under this Agreement will be paid as otherwise provided herein; (c) the determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the “short term deferral” exception or another exception under Code as of the time of the Executive’s separation from service will be made by the Company in accordance with the terms of Section 409A of the Code shall be paid under the and applicable exception. Notwithstanding anything in this Agreement to the contraryguidance thereunder (including, if Executive is considered a “specified employee” (as defined in without limitation, Section 409A 1.409A-1(i) of the CodeDepartment of Treasury Regulations and any successor provision thereto), any amounts paid or provided under this Agreement shall, ; and (d) to the extent necessary in order to avoid the imposition that any reimbursement of a penalty tax on Executive expenses or in-kind benefits constitutes “deferred compensation” under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly such reimbursement or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense benefit will be made provided no later than the last calendar day December 31 of the calendar year following the year in which the expense is was incurred, and (iv) . The amount of expenses reimbursed in one year will not affect the right to amount eligible for reimbursement or in any subsequent year. The amount of any in-kind benefits is provided in one year will not subject to liquidation or exchange for another benefitaffect the amount of in-kind benefits provided in any other year.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code Code, and its corresponding regulations, or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, and payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order applicable. Severance benefits under this Agreement are intended to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation exempt from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, if required by Section 409A of the Code, if the Executive is considered a “specified employee” (as defined in for purposes of Section 409A of the Code), Code and if payment of any amounts paid or provided under this Agreement shall, is required to the extent necessary in order be delayed for a period of six (6) months after separation from service pursuant to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payment of such amounts shall be delayed for six (6) months after Executive’s “separation from service” within the meaning of as required by Section 409A of the Code, and the accumulated amounts shall be paid in a lump lump-sum payment within ten (10) calendar 10 days after the end of the six (6)-month period. If the Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred withheld on account of Section 409A of the Code shall be paid to the personal representative of the Executive’s estate within sixty (60) calendar days after the date of the Executive’s 's death. (b) All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code. For purposes of Section 409A of the Code, each payment hereunder shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar fiscal year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive’s designating the fiscal year of payment of any amounts of deferred compensation subject to Section 409A of the Code, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (c) All reimbursements and in in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is be for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in in-kind benefits provided, during a calendar fiscal year may not affect the expenses eligible for reimbursement, or in in-kind benefits to be provided, in any other calendar fiscal year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar fiscal year following the year in which the expense is incurred, and (iv) the right to reimbursement or in in-kind benefits is not be subject to liquidation or exchange for another benefit.

Section 409A Compliance. (a) This It is the intent of this Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code or an exemption theretoof 1986, andas amended (the “Code”), so that none of the severance and other payments and benefits to be provided hereunder will be subject to the extent necessary in order to avoid the imposition of a penalty additional tax on Executive imposed under Section 409A of the Code, and this Agreement will be interpreted accordingly. The Executive’s right to a series of installment payments may only be made under this Agreement upon an will be treated as a right to a series of separate payments within the meaning of Treas. Reg. § 1.409A-2(b)(2)(iii). The foregoing notwithstanding, the Company will in no event and in whatsoever be liable for any additional tax, interest or penalty incurred by the Executive as a manner permitted by result of the failure of any payment or benefit to satisfy the requirements of Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, Notwithstanding any provision to the extent necessary contrary in order this Agreement, (a) no amount of nonqualified deferred compensation subject to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not Code that is payable in connection with the termination of the Executive’s employment will be provided paid to the Executive unless such the termination of the Executive’s employment constitutes a “separation from service” within the meaning of Section 409A 1.409A-1(h) of the Department of Treasury Regulations; (b) if the Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code. Any , to the extent that delayed commencement of any portion of the termination benefits to which the Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of the Executive’s termination benefits will not be provided to the Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A) and (ii) the date of the Executive’s death; provided that upon the earlier of such dates, all payments that qualify deferred pursuant to this clause (b) will be paid to the Executive in a lump sum, and any remaining payments due under this Agreement will be paid as otherwise provided herein; (c) the determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the “short term deferral” exception or another exception under Code as of the time of his separation from service will be made by the Company in accordance with the terms of Section 409A of the Code shall be paid under the and applicable exception. Notwithstanding anything in this Agreement to the contraryguidance thereunder (including, if Executive is considered a “specified employee” (as defined in without limitation, Section 409A 1.409A-1(i) of the CodeDepartment of Treasury Regulations and any successor provision thereto), any amounts paid or provided under this Agreement shall, ; and (d) to the extent necessary in order to avoid the imposition that any reimbursement of a penalty tax on Executive expenses or in-kind benefits constitutes “deferred compensation” under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly such reimbursement or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense benefit will be made provided no later than the last calendar day December 31 of the calendar year following the year in which the expense is was incurred, and (iv) . The amount of expenses reimbursed in one year will not affect the right to amount eligible for reimbursement or in any subsequent year. The amount of any in-kind benefits is provided in one year will not subject to liquidation or exchange for another benefitaffect the amount of in-kind benefits provided in any other year.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, Notwithstanding anything to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything contrary in this Agreement to the contraryAgreement, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in in-kind benefits and reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Treasury Regulation Section 409A of the Code1.409A-3(i)(1)(iv), including, where applicable, the requirement such that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in in-kind benefits provided, and reimbursements provided under this Agreement during a any calendar year may shall not affect the expenses eligible for reimbursement, or in in-kind benefits or reimbursements to be provided, provided in any other calendar year, (iii) other than an arrangement providing for the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year medical expenses referred to in which the expense is incurredCode Section 105(b), and (iv) the right to reimbursement or in any in-kind benefits is 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 Employer 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 Employer and each employer treated as a single employer with Employer 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 Employer 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 Employer and each employer treated as a single employer with Employer, as determined above.

Section 409A Compliance. (a) This Agreement is intended to be exempt from or to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account requirements of Section 409A of the Code shall be paid (together with the applicable regulations thereunder, “Section 409A”). To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A or to the personal representative of Executive’s estate within sixty extent any provision in this Agreement must be modified to comply with Section 409A (60) calendar days after including, without limitation, Internal Revenue Service Treasury Regulation 1.409A-3(c)), such provision will be read, or will be modified by the date of Executive’s death. (b) Company in its sole discretion, as the case may be, in such a manner so that all payments due under this Agreement will be exempt from or comply with Section 409A. For purposes of Section 409A of the Code409A, the right to a series of installment payments each payment made under this Agreement shall will be treated as a right to a series of separate paymentsand distinct payment. In no event may Executive, directly or indirectly, designate the calendar year of a payment. payment for any amount payable hereunder. (b) All reimbursements and in kind benefits provided under this Agreement shall will be made or provided in accordance with the requirements of Section 409A of the Code409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, reimbursement during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than on or before the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. (c) Executive further acknowledges that any tax liability incurred by Executive under Section 409A of the Code is solely the responsibility of Executive. (d) Notwithstanding any provision of this Agreement to the contrary, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees” (as defined in Section 409A) any payment on account of Executive’s separation from service that would otherwise be due hereunder within six months after such separation will nonetheless be delayed until the first business day of the seventh month following Executive’s date of termination and the first such payment will include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction. Notwithstanding anything contained herein to the contrary, Executive will not be considered to have terminated employment with the Company for purposes of Section 8 hereof unless Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A.

Section 409A Compliance. (a) This Any payments under this Agreement is intended that are deemed to comply with Section 409A of the Code or an exemption thereto, and, be deferred compensation subject to the extent necessary in order to avoid the imposition requirements of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of are intended to comply with the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning requirements of Section 409A 409A. To this end and notwithstanding any other provision of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if at the time of Executive’s termination of employment with the Company, (i) the Company’s securities are publicly traded on an established securities market; (ii) Executive is considered a “specified employee” (as defined in Section 409A 409A); and (iii) the deferral of the Code), commencement of any amounts paid payments or provided under benefits otherwise payable pursuant to this Agreement shall, to the extent as a result of such termination of employment is necessary in order to avoid prevent any accelerated or additional tax under Section 409A, then the imposition Company will defer the commencement of a penalty tax on Executive such payments (without any reduction in amount ultimately paid or provided to Executive) that are not paid within the short-term deferral rule under Section 409A (and any regulations thereunder) or within the “involuntary separation” exemption of Treasury Regulation § 1.409A-1(b)(9)(iii). Such deferral shall last until the Code, be delayed for date that is six (6) months after following Executive’s “separation from service” within termination of employment with the meaning Company (or the earliest date as is permitted under Section 409A). Any amounts the payment of Section 409A of the Code, and the accumulated amounts which are so deferred shall be paid in a lump sum payment within ten (10) calendar days after the end of the six (6)-month such deferral period. If Executive dies during the six (6)-month postponement deferral period prior to the payment of benefitsany deferred amount, then the amounts the payment of which is unpaid deferred on account of Section 409A of the Code amount shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A Compliance. (a) This The parties intend that any severance or other compensation payable to the Executive under this Agreement is intended to comply be paid or provided in compliance with Section 409A of the Code and all regulations, guidance, and other interpretative authority issued thereunder (“Section 409A”) such that there will be no adverse tax consequences, interest, or an exemption theretopenalties for the Executive under Section 409A as a result of the payments and benefits so paid or provided to him. The parties agree to modify this Agreement, andor the timing (but not the amount) of the payment of the severance or other compensation, or both, to the extent necessary to comply with Section 409A. In addition, notwithstanding anything to the contrary contained in order any other provision of this Agreement, the payments and benefits to avoid be provided to the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A shall be subject to the provisions set forth below. (a) The date of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a Executive’s “separation from service”, as defined in the regulations issued under Section 409A, shall be treated as the Executive’s Date of Termination for purpose of determining the time of payment of any amount (other than Obligations) that becomes payable to the Executive pursuant to Paragraph 5 hereof upon the termination of his employment. (b) In the case of any amounts that are payable to the Executive under this Agreement, or under any other “nonqualified deferred compensation plan” (within the meaning of Section 409A) maintained by the Company or any of its affiliated companies, in the form in the form of “a series of installment payments”, as defined in Treas. Reg. §1.409A-2(b)(2)(iii), (A) the Executive’s right to receive such payments shall be treated as a right to receive a series of separate payments under Treas. Reg. §1.409A-2(b)(2)(iii), and (B) to the extent any such plan does not already so provide, it is hereby amended to so provide, with respect to amounts payable to the Executive thereunder. (c) If the Executive is a “specified employee” within the meaning of the Section 409A at the time of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code409A, and the accumulated amounts shall then any payment otherwise required to be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior made to the payment of benefits, the amounts the payment of which is deferred Executive under this Agreement on account of the Executive’s separation from service, to the extent such payment (after taking in to account all exclusions applicable to such payment under Section 409A 409A) is properly treated as deferred compensation subject to Section 409A, shall not be made until the first business day after (i) the expiration of six months from the date of the Code Executive’s separation from service, or (ii) if earlier, the date of the Executive’s death (the “Delayed Payment Date”). On the Delayed Payment Date, there shall be paid to the personal representative of Executive or, if the Executive has died, to the Executive’s estate within sixty (60) calendar days after estate, in a single cash lump sum, an amount equal to aggregate amount of the date of Executive’s deathpayments delayed pursuant to the preceding sentence, without interest. (bd) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursementreimbursement hereunder shall be paid to the Executive promptly, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, but in any other calendar year, (iii) the reimbursement of an eligible expense will be made event by no later than the last calendar day December 31 of the calendar year following the calendar year in which such expenses were incurred. The expenses incurred by the expense is incurred, and (iv) Executive in any calendar year that are eligible for reimbursement under this Agreement shall not affect the expenses incurred by the Executive in any other calendar year that are eligible for reimbursement hereunder. The Executive’s right to receive any reimbursement or in kind benefits is hereunder shall not be subject to liquidation or exchange for another any other benefit. (e) If, as of the date on which, or by which, any payment required to be made to the Executive (or his estate) under this Agreement, calculation of the amount of such payment is not administratively practicable due to events beyond the control of the Executive (or his estate) then such payment shall be made to the Executive (or his estate) within ten (10) business days after, but in any event by no later than December 31 next following, the date on which calculation of the amount of such payment first becomes administratively practicable.

Section 409A Compliance. (a) This Agreement is intended To the extent that the Grantee’s right to comply with Section 409A receive payment of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event RSUs and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination dividend equivalents constitutes a “separation from servicedeferral of compensation” within the meaning of Section 409A of the Code. Any payments that qualify for Code and regulatory guidance promulgated thereunder (“Section 409A”), then notwithstanding anything contained in the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement Plan to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A the shares of the Code), any amounts paid or provided Common Stock and cash otherwise deliverable under this Agreement shall, Sections 4 and 6 shall be subject to the extent necessary in order following rules: (a) The shares of Common Stock underlying the vested RSUs and the related dividend equivalents shall be delivered to avoid the imposition Grantee, or his personal representative, beneficiary or estate, as applicable, within thirty (30) days following the earlier of a penalty tax on Executive under Section 409A of (i) the Code, be delayed for six (6) months after ExecutiveGrantee’s “separation from service” within the meaning of Section 409A 409A, subject to Section 13(b); (ii) the occurrence of a Change in Control that also constitutes a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end assets” of the six (6)-month period. If Executive dies during Company within the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account meaning of Section 409A 409A; or (iii) the third year anniversary of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s deathAward Date. (b) For Notwithstanding Section 13(a), if any Time-Based RSUs and related dividend equivalents become payable under Section 13(a)(i) as a result of the Grantee’s termination of employment due to retirement or disability and the Grantee is a “specified employee,” as determined under the Company’s policy for determining specified employees for purposes of Section 409A on the date of such separation from service, then the Codeshares of Common Stock underlying the vested RSUs and related dividends shall be delivered to the Grantee, or the right to a series Grantee’s personal representative, beneficiary or estate, as applicable, within thirty (30) days after the first business day that is more than six (6) months after the date of installment payments under his or her separation from service (or, if the Grantee dies during such six- (6-) month period, within thirty (30) days after the Grantee’s death). (c) In the event that any taxes described in Section 8 of this Agreement are due prior to the distribution of shares of Common Stock underlying the RSUs, then the Grantee shall be treated as a right required to a series of separate payments. In no event may Executive, directly or indirectly, designate satisfy the calendar year of a payment. All reimbursements and tax obligation by using the method set forth in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit8(i).

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code Code, and its corresponding regulations, or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, and payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order applicable. Severance benefits under this Agreement are intended to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation exempt from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, if required by Section 409A of the Code, if the Executive is considered a “specified employee” (as defined in for purposes of Section 409A of the Code), Code and if payment of any amounts paid or provided under this Agreement shall, is required to the extent necessary in order be delayed for a period of six (6) months after separation from service pursuant to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payment of such amounts shall be delayed for six (6) months after Executive’s “separation from service” within the meaning of as required by Section 409A of the Code, and the accumulated amounts shall be paid in a lump lump-sum payment within ten (10) calendar 10 days after the end of the six (6)-month period. If the Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred withheld on account of Section 409A of the Code shall be paid to the personal representative of the Executive’s estate within sixty (60) calendar days after the date of the Executive’s death. (b) All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code. For purposes of Section 409A of the Code, each payment hereunder shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar fiscal year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive’s designating the fiscal year of payment of any amounts of deferred compensation subject to Section 409A of the Code, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (c) All reimbursements and in in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is be for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in in-kind benefits provided, during a calendar fiscal year may not affect the expenses eligible for reimbursement, or in in-kind benefits to be provided, in any other calendar fiscal year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar fiscal year following the year in which the expense is incurred, and (iv) the right to reimbursement or in in-kind benefits is not be subject to liquidation or exchange for another benefit.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event All in-kind benefits provided and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify expenses eligible for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments reimbursement under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly provided by the Company or indirectly, designate incurred by the calendar year of a paymentExecutive during the time periods set forth in this Agreement. All reimbursements and in kind benefits provided under this Agreement shall be made or provided paid as soon as administratively practicable, but in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) no event shall any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than paid after the last calendar day of the calendar taxable year following the taxable year in which the expense is was incurred, and (iv) . The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b) are deemed to constitute non-qualified deferred compensation benefits subject to S▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code (the “Code”), the following interpretations apply to Section 5: Any termination of the Executive’s employment triggering payment of benefits under Section 5(b) 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 that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5 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 under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 7(b) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. Further, if the Executive 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 Section 5 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-month anniversary of the date his separation from service becomes effective, and (ii) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (i) the business day following the six-month anniversary of the date his separation from service becomes effective, and (ii) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b) of this Agreement. It is intended that each installment of the payments and benefits provided under Section 5(b) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (a) This Agreement It is intended that all of the benefits and payments payable under this Agreement or otherwise to comply Employee satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement and all other arrangements with Employee will be construed to the greatest extent possible as consistent with those provisions. For purposes of Section 409A of the Code or an exemption thereto(including, andwithout limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Employee’s right to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, receive any installment payments may only be made under this Agreement upon an event (whether reimbursements or otherwise) and in any other agreement or arrangement with the Company will be treated as a manner permitted by Section 409A right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. (b) Notwithstanding anything herein to the Code. Any payments or benefits that are provided upon a contrary, no amount payable pursuant to this Agreement on account of Employee’s termination of employment shall, to with the extent necessary in order to avoid Company which constitutes a “deferral of compensation” within the imposition meaning of a penalty tax on Executive under Section 409A of the Code, not Code shall be provided paid unless such termination constitutes and until Employee has incurred a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for Furthermore, if Employee is a “specified employee” within the “short term deferral” exception or another exception under meaning of Section 409A of the Code as of the date of Employee’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of Employee’s separation from service shall be paid under to Employee before the applicable exceptiondate (the “Delayed Payment Date”) which is the first business day of the seventh month after the date of Employee’s separation from service or, if earlier, the date of Employee’s death following such separation from service. Notwithstanding anything All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid in a lump sum on the Delayed Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the Delayed Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement. (c) With regard to any provision in this Agreement that provides for reimbursement of expenses or in-kind benefits, except for any expense, reimbursement or in-kind benefit provided pursuant to the contrary, if Executive is considered this Agreement that does not constitute a “specified employee” (as defined in Section 409A deferral of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from servicecompensation,” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10a) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly reimbursement or indirectly, designate the calendar year of a payment. All reimbursements and in in-kind benefits provided under this Agreement shall not be made subject to liquidation or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is exchange for expenses incurred during the period of time specified in this Agreementanother benefit, (iib) the amount of expenses eligible for reimbursement, or in in-kind benefits provided, during a calendar any taxable year may shall not affect the expenses eligible for reimbursement, or in in-kind benefits to be provided, in any other calendar taxable year, provided that the foregoing clause (iiib) shall not be deemed to be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the reimbursement of an eligible expense will Code solely because such expenses are subject to a limit related to the period the arrangement is in effect, and (c) such payments shall be made no later than on or before the last calendar day of the calendar Employee’s taxable year following the taxable year in which the expense is incurred, and occurred. (ivd) the right The Company intends that income provided to reimbursement or in kind benefits is Employee pursuant to this Agreement will not be subject to liquidation taxation under Section 409A of the Code. However, the Company does not guarantee any particular tax effect for income provided to Employee pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or exchange provided to Employee, the Company shall not be responsible for another benefitthe payment of any taxes, penalties, interest, costs, fees, including attorneys fees, or other liability incurred by Employee in connection with compensation paid or provided to Employee pursuant to this Agreement.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A a. Notwithstanding any provision of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive if, at the time of Executive’s termination of employment with the Company, he is considered a “specified employee” (as defined in Section 409A of the Internal Revenue Code (the “Code”), any amounts paid and one or more of the payments or benefits received or to be received by Executive pursuant to this Agreement would constitute deferred compensation subject to Section 409A, no such payment or benefit will be provided under this Agreement shall, to until the extent necessary in order to avoid earliest of (A) the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for date which is six (6) months after Executive’s his “separation from service” within for any reason, other than death or “disability” (as such terms are used in Section 409A(a)(2) of the meaning Code), (B) the date of his death or “disability” (as such term is used in Section 409A(a)(2)(C) of the Code) or (C) the effective date of a “change in the ownership or effective control” of the Company (as such term is used in Section 409A(a)(2)(A)(v) of the Code) (the “Deferred Payment”). The provisions of this Section 7 shall only apply to the extent required to avoid Executive’s incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. In addition, if any provision of this Agreement would cause Executive to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company shall reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code. b. In the event the six-month delay described in this Section 7 applies, the Company shall make an irrevocable contribution in the amount of the Deferred Payment to a rabbi trust which shall take the form of the model rabbi trust described in Internal Revenue Service Revenue Procedure 92-64, which amount (along with any net income received by the trust) shall be paid by the trust to the Executive on the six-month anniversary of his termination of employment, and the accumulated amounts trust shall terminate at such time. The trustee shall be paid chosen by the Company in a lump sum within ten (10) calendar days after its reasonable discretion. The Company shall pay the end reasonable expenses of establishing and maintaining the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s deathtrust. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A Compliance. Each Company Employee Plan that is a “nonqualified deferred compensation plan” (awithin the meaning of Section 409A(d)(1) This Agreement is intended to comply with Section 409A of the Code or an exemption theretoCode) has been documented, and, to the extent necessary maintained and operated in order to avoid the imposition of a penalty tax on Executive under all material respects in compliance with Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by all applicable regulations and IRS guidance promulgated thereunder (“Section 409A of the Code409A”). Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive No additional Tax under Section 409A has been or, to Company’s Knowledge, is reasonably expected to be incurred by a participant in any such Company Employee Plan. Neither Company nor any Subsidiary is a party to, or otherwise obligated under, any contract, agreement, plan or arrangement that provides for the gross-up of Taxes imposed by Section 409A. No Company Option or other right to acquire Company Common Stock or other equity of Company or any Subsidiary (i) has an exercise price that was less than the fair market value of the Codeunderlying equity securities as of the date such Company Option or other right was granted as determined by the Board of Directors of Company in good faith and in compliance with the relevant regulations and IRS guidance in effect on the date of grant (including, without limitation, IRS Notice 2005-1 and Section 1.409A-1(b)(5)(iv) of the Treasury Regulations), (ii) has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such Company Option or right, (iii) has been granted after December 31, 2004, with respect to any class of capital stock of Company or any Subsidiary that is not be provided unless such termination constitutes a “separation from serviceservice recipient stock” (within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception applicable regulations under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), or (iv) has failed to be properly accounted for in accordance with GAAP in the Financial Statements. To Company’s Knowledge, no payment to be made under any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of Company Employee Plan that is a penalty tax on Executive under Section 409A of the Code, be delayed for six “nonqualified deferred compensation plan” (6) months after Executive’s “separation from service” within the meaning of Section 409A 409A(d)(a)(1) of the Code, and the accumulated amounts shall ) is or will be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior subject to the payment of benefits, the amounts the payment of which is deferred on account penalties of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60409A(a)(1) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A Compliance. (ai) This The intent of the parties is that payments and benefits under this Agreement is intended comply with or be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. In no event whatsoever shall any member of the Company Group be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A or damages for failing to comply with Section 409A 409A. (i) A termination of the Code or an exemption thereto, and, employment shall not be deemed to the extent necessary in order to avoid the imposition have occurred for purposes of a penalty tax on Executive under Section 409A any provision of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A providing for the payment of the Code. Any payments any amounts or benefits that are provided upon or following a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes is also a “separation from service” within the meaning of Section 409A and, for purposes of the Code. Any payments that qualify for the any such provision of this Agreement, references to a “short term deferraltermination,” exception “termination of employment” or another exception under Section 409A of the Code like terms shall be paid under the applicable exception. mean “separation from service.” Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, if the Executive is considered deemed on the date of termination to be a “specified employee” (as defined in within the meaning of that term under Section 409A of the Code409A(a)(2)(B), then with regard to any amounts paid payment or provided under this Agreement shall, to the extent necessary in order to avoid the imposition provision of a penalty tax on Executive any benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the Code, be delayed for six (6) months after Executive’s 6)-month period measured from the date of such “separation from service” within the meaning of Section 409A of the CodeExecutive, and (B) the accumulated amounts date of the Executive’s death, to the extent required under Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23(b)(i) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum within ten sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (10ii) calendar days after To the end extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of the six Section 409A, (6)-month period. If Executive dies during the six (6)-month postponement period A) all such expenses or other reimbursements hereunder shall be made on or prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A last day of the Code taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to such reimbursement or in-kind benefits shall not be paid subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s deathexpenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (biii) For purposes of Section 409A of the Code409A, the Executive’s right to a series of receive any installment payments under pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may Executive, directly or indirectly, designate the calendar year of Whenever a payment. All reimbursements and in kind benefits provided payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be made or provided within the sole discretion of the Company. (iv) Notwithstanding any other provision of this Agreement to the contrary, in accordance with the requirements no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits be subject to be provided, in offset by any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.amount unless otherwise permitted by Section 409A.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A Notwithstanding any provision of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive if, at the time of Executive’s termination of employment with the Company, he is considered a “specified employee” (as defined in Section 409A of the Internal Revenue Code (the “Code”), any amounts paid and one or more of the payments or benefits received or to be received by Executive pursuant to this Agreement would constitute deferred compensation subject to Section 409A, no such payment or benefit will be provided under this Agreement shall, to until the extent necessary in order to avoid earliest of (A) the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for date which is six (6) months after Executive’s his “separation from service” within for any reason, other than death or “disability” (as such terms are used in Section 409A(a)(2) of the meaning Code), (B) the date of his death or “disability” (as such term is used in Section 409A(a)(2)(C) of the Code) or (C) the effective date of a “change in the ownership or effective control” of the Company (as such term is used in Section 409A(a)(2)(A)(v) of the Code) (the “Deferred Payment”). The provisions of this Section 8 shall only apply to the extent required to avoid Executive’s incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. In addition, if any provision of this Agreement would cause Executive to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company shall reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of In the event the six-month delay described in this Section 409A of the Code8 applies, the right to a series of installment payments under this Agreement Company shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and make an irrevocable contribution in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during the Deferred Payment to a calendar year may not affect rabbi trust which shall take the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day form of the calendar year following model rabbi trust described in Internal Revenue Service Revenue Procedure 92-64, which amount (along with any net income received by the year in which trust) shall be paid by the expense is incurredtrust to the Executive on the six-month anniversary of his termination of employment, and (iv) the right to reimbursement or trust shall terminate at such time. The trustee shall be chosen by the Company in kind benefits is not subject to liquidation or exchange for another benefitits reasonable discretion. The Company shall pay the reasonable expenses of establishing and maintaining the trust.

Section 409A Compliance. (a) Any payments conditioned upon a termination of the Executive’s employment will be deemed to be conditioned upon the Executive’s separation from service within the meaning of Treasury Regulation Section 1.409A-l(h) and will be construed and interpreted accordingly. If the Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-l(i) as of the date of the Executive’s separation from service, then the Executive shall not be entitled to any severance payments or other benefits pursuant to this Agreement until the earlier of (i) the date which is six months after the date of the Executive’s separation from service, or (ii) the date of the Executive’s death. This Agreement is intended paragraph shall only apply if, and to the extent required in order to comply with Section 409A of the Internal Revenue Code or an exemption theretoof 1986, andas amended (the “Code”), and Treasury Regulation Section 1.409A-3(i)(2). Any amounts otherwise payable to the extent necessary Executive upon or in order to avoid the imposition of a penalty tax on Executive under Section 409A of six-month period following the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits Executive’s separation from service that are provided upon a termination not so paid by reason of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code paragraph shall be paid to the personal representative of Executive (or the Executive’s estate estate, as the case may be) as soon as practicable (and in all events within sixty twenty days) after the expiration of such six-month period or (60) calendar days after if applicable, the date of the Executive’s death). (b) For purposes Any taxable reimbursement of Section 409A of expenses payable to the Code, the right to a series of installment payments under this Agreement Executive shall be treated as a right paid to a series of separate payments. In no event may Executive, directly the Executive on or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than before the last calendar day of the calendar Executive’s taxable year following the taxable year in which the related expense is was incurred, . Expense reimbursements and (iv) the right to reimbursement or in in-kind benefits is provided to the Executive shall not be subject to liquidation or exchange for another benefitbenefit and the amount of such reimbursements or in-kind benefits that the Executive receives in one taxable year shall not affect the amount of such reimbursements or benefits that the Executive may receive in any other taxable year. (c) It is intended that any amounts payable under this Agreement and the Company’s and the Executive’s exercise of any authority or discretion hereunder shall comply with, and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. Should the Company pay the Executive contrary to clause (i) or (ii) of Section 24(a) above, the Company shall indemnify the Executive for any taxes due thereon as a result.

Section 409A Compliance. The following rules shall apply, to the extent necessary, with respect to distribution of the payments and benefits, if any, to be provided to the Executive under this Agreement. Subject to the provisions in this Section, the severance payments pursuant to this Agreement shall begin only upon the date of the Executive’s “separation from service” (adetermined as set forth below) which occurs on or after the date of the Executive’s termination of employment. 9.6.1 This Agreement is intended to comply with Code Section 409A of the Code or an exemption thereto, and, (to the extent applicable) and the parties hereto agree to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply therewith and without resulting in order to avoid any increase in the imposition of a penalty tax on Executive under Section 409A amounts owed hereunder by the Company. 9.6.2 It is intended that each installment of the Code, severance payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code and the guidance issued thereunder (“Section 409A”). Neither the Executive nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. 9.6.3 If, as of the date of the Executive’s “separation from service” from the Company, the Executive is not a series “specified employee” (within the meaning of separate paymentsSection 409A), then each installment of the severance payments and benefits shall be made on the dates and terms set forth in this Agreement. 9.6.4 If, as of the date of the Executive’s “separation from service” from the Company, the Executive is a “specified employee” (within the meaning of Section 409A), then: 9.6.4.1 Each installment of the severance payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and 9.6.4.2 Each installment of the severance payments and benefits due under this Agreement that is not described in Section 9.6.4.1 above and that would, absent this subsection, be paid within the six-month period following the Executive’s “separation from service” from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). In Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no event may later than the last day of the second taxable year following the taxable year in which the separation from service occurs. 9.6.5 The determination of whether and when the Executive’s separation from service from the Company has occurred shall be made in a manner consistent with, directly or indirectlyand based on the presumptions set forth in, designate Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section, “Company” shall include all persons with whom the calendar year of Company would be considered a payment. single employer as determined under Treasury Regulation Section 1.409A-1(h)(3). 9.6.6 All reimbursements and in in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of to the Codeextent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirement requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, reimbursement during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than on or before the last calendar day of the calendar year following the year in which the expense is incurred, incurred and (iv) the right to reimbursement or in kind benefits is not subject to set off or liquidation or exchange for another any other benefit. 9.6.7 Notwithstanding anything herein to the contrary, the Company shall have no liability to the Executive or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, Notwithstanding anything to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything contrary in this Agreement to the contraryAgreement, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in in-kind benefits and reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Treasury Regulation Section 409A of the Code1.409A-3(i)(1)(iv), including, where applicable, the requirement such that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in in-kind benefits provided, and reimbursements provided under this Agreement during a any calendar year may shall not affect the expenses eligible for reimbursement, or in in-kind benefits or reimbursements to be provided, provided in any other calendar year, (iii) other than an arrangement providing for the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year medical expenses referred to in which the expense is incurredCode Section 105(b), and (iv) the right to reimbursement or in any in-kind benefits is 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 ▇▇. ▇▇▇▇▇▇▇▇▇ and, if timely submitted, reimbursement payments shall be promptly made to ▇▇. ▇▇▇▇▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇▇▇▇▇’▇ 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 ▇▇. ▇▇▇▇▇▇▇▇▇’▇ 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 ▇▇. ▇▇▇▇▇▇▇▇▇, 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 ▇▇. ▇▇▇▇▇▇▇▇▇ 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. (a) This The parties intend for this Agreement is intended to either comply with, or be exempt from, Section 409A, and all provisions of this Agreement will be interpreted and applied accordingly. If any compensation or benefits provided by this Agreement may result in the application of Section 409A, the Corporation shall, in consultation with Section 409A of the Code or an exemption theretoExecutive, and, to modify the extent Agreement in the least restrictive manner necessary in order to avoid exclude such compensation from the imposition definition of a penalty tax on Executive under Section 409A “deferral of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from servicecompensation” within the meaning of such Section 409A or in order to comply with the provisions of Section 409A and without any diminution in the value of the Codepayments or benefits to the Executive. In no event, however, shall this paragraph 20 or any other provisions of this Agreement be construed to require the Corporation to provide any gross-up for the tax consequences of any provisions of, or payments under, this Agreement and the Corporation shall have no responsibility for tax consequences to Executive (or his beneficiary) resulting from the terms or operation of this Agreement. Any payments that qualify or reimbursements of any expenses provided for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shallshall be made in accordance with Treas. Reg. §1.409A-3(i)(1)(iv). (b) To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Section 409A (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon Separation from Service, then, if on the date of the Executive’s Separation from Service, the Executive is a Specified Employee, then to the extent necessary in order required for Executive not to avoid incur additional taxes pursuant to Section 409A, no such 409A Payment shall be made to the imposition Executive earlier than the earlier of a penalty tax on Executive under Section 409A of the Code, be delayed for (i) six (6) months after the Executive’s “separation Separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly Service or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount date of expenses eligible for reimbursement, his death. Should this paragraph 20 result in payments or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be providedExecutive at a later time than otherwise would have been made under this Agreement, in on the first day any other calendar year, (iii) the reimbursement of an eligible expense will such payments or benefits may be made no later than without incurring additional tax pursuant to Section 409A, the last calendar day Corporation shall make such payments and provide such benefits as provided for in this Agreement. For purposes of this paragraph 20, the calendar year following terms “Specified Employee” and “Separation from Service” shall have the year meanings ascribed to them in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.Section 409A.

Section 409A Compliance. (a) This The parties intend that any severance or other compensation payable to the Executive under this Agreement is intended to comply be paid or provided in compliance with Section 409A of the Code and all regulations, guidance, and other interpretative authority issued thereunder (“Section 409A”) such that there will be no adverse tax consequences, interest, or an exemption theretopenalties for the Executive under Section 409A as a result of the payments and benefits so paid or provided to her. The parties agree to modify this Agreement, andor the timing (but not the amount) of the payment of the severance or other compensation, or both, to the extent necessary to comply with Section 409A. In addition, notwithstanding anything to the contrary contained in order any other provision of this Agreement, the payments and benefits to avoid be provided to the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A shall be subject to the provisions set forth below. (a) The date of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a Executive’s “separation from service”, as defined in the regulations issued under Section 409A, shall be treated as the Executive’s Date of Termination for purpose of determining the time of payment of any amount that becomes payable to the Executive under this Agreement. (b) In the case of any amounts that are payable to the Executive under this Agreement, or under any other “nonqualified deferred compensation plan” (within the meaning of Section 409A) maintained by the Company or any of its affiliated companies, in the form in the form of “a series of installment payments”, as defined in Treas. Reg. §1.409A-2(b)(2)(iii), (A) the Executive’s right to receive such payments shall be treated as a right to receive a series of separate payments under Treas. Reg. §1.409A-2(b)(2)(iii), and (B) to the extent any such plan does not already so provide, it is hereby amended to so provide, with respect to amounts payable to the Executive thereunder. (c) If the Executive is a “specified employee” within the meaning of the Section 409A at the time of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code409A, and the accumulated amounts shall then any payment otherwise required to be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior made to the payment of benefits, the amounts the payment of which is deferred Executive under this Agreement on account of the Executive’s separation from service, to the extent such payment (after taking in to account all exclusions applicable to such payment under Section 409A 409A) is properly treated as deferred compensation subject to Section 409A, shall not be made until the first business day after (i) the expiration of six months from the date of the Code Executive’s separation from service, or (ii) if earlier, the date of the Executive’s death (the “Delayed Payment Date”). On the Delayed Payment Date, there shall be paid to the personal representative of Executive or, if the Executive has died, to the Executive’s estate within sixty (60) calendar days after estate, in a single cash lump sum, an amount equal to aggregate amount of the date of Executive’s deathpayments delayed pursuant to the preceding sentence, without interest. (bd) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursementreimbursement hereunder shall be paid to the Executive promptly, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, but in any other calendar year, (iii) the reimbursement of an eligible expense will be made event by no later than the last calendar day December 31 of the calendar year following the calendar year in which such expenses were incurred. The expenses incurred by the expense is incurred, and (iv) Executive in any calendar year that are eligible for reimbursement under this Agreement shall not affect the expenses incurred by the Executive in any other calendar year that are eligible for reimbursement hereunder. The Executive’s right to receive any reimbursement or in kind benefits is hereunder shall not be subject to liquidation or exchange for another any other benefit. (e) If, as of the date on which, or by which, any payment required to be made to the Executive (or her estate) under this Agreement, calculation of the amount of such payment is not administratively practicable due to events beyond the control of the Executive (or her estate) then such payment shall be made to the Executive (or her estate) within ten (10) business days after, but in any event by no later than December 31 next following, the date on which calculation of the amount of such payment first becomes administratively practicable.

Section 409A Compliance. (a) This Agreement is intended Subject to comply with this Section 409A of the Code or an exemption thereto17, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided under Sections 8 shall begin only upon a termination the date of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within of the meaning Executive (determined as set forth below) which occurs on or after the termination of the Executive’s employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Executive under Section 8, as applicable: (i) It is intended that each installment of the payments and benefits provided under Section 8 shall be treated as a separate “payment” for purposes of Section 409A of the CodeCode and the guidance issued thereunder (“Section 409A”). Any Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments that qualify for or benefits except to the extent specifically permitted or required by Section 409A. (ii) If, as of the date of the “short term deferralseparation from service” exception or another exception under Section 409A of Executive from the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contraryCompany, if Executive is considered not a “specified employee” (as defined within the meaning of Section 409A), then each installment of the payments and benefits shall be made on the dates and terms set forth in Section 409A 8. (iii) If, as of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A date of the Code, be delayed for six (6) months after Executive’s “separation from service” of Executive from the Company, Executive is a “specified employee” (within the meaning of Section 409A 409A), then: (1) Each installment of the Codepayments and benefits due under Section 8 that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the accumulated amounts shall separation from service occurs, be paid in a lump sum within ten the Short-Term Deferral Period (10as hereinafter defined) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to a series the maximum extent permissible under Section 409A. For purposes of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount “Short-Term Deferral Period” means the period ending on the later of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar 15th day of the calendar year third month following the end of the Executive’s tax year in which the expense is incurred, separation from service occurs and (iv) the right to reimbursement or 15th day of the third month following the end of the Company’s tax year in kind benefits is not subject to liquidation or exchange for another benefit.which the separation from service occurs; and

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event All in-kind benefits provided and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify expenses eligible for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments reimbursement under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly provided by the Company or indirectly, designate incurred by the calendar year of a paymentExecutive during the time periods set forth in this Agreement. All reimbursements and in kind benefits provided under this Agreement shall be made or provided paid as soon as administratively practicable, but in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) no event shall any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than paid after the last calendar day of the calendar taxable year following the taxable year in which the expense is was incurred, and (iv) . The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b) are deemed to constitute non-qualified deferred compensation benefits subject to ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code (the "Code"), the following interpretations apply to Section 5: Any termination of the Executive's employment triggering payment of benefits under Section 5(b) 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 that the termination of the Executive's employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive's employment terminates), any benefits payable under Section 5 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 under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 7(b) shall not cause any forfeiture of benefits on the Executive's part, but shall only act as a delay until such time as a "separation from service" occurs. Further, if the Executive 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 Section 5 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-month anniversary of the date his separation from service becomes effective; and (ii) the date of the Executive's death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (i) the business day following the six-month anniversary of the date his separation from service becomes effective; and (ii) the Executive's death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b) of this Agreement. It is intended that each installment of the payments and benefits provided under Section 5(b) of this Agreement shall be treated as a separate "payment" for purposes of Section 409A of the Code. Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month 6) month period. If Executive dies during the six (6)-month six-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.. [Signature Page Follows]

Section 409A Compliance. (a) This Agreement is intended Notwithstanding anything to comply with Section 409A of the Code or an exemption thereto, andcontrary herein, to the extent necessary in order (i) any payments of benefits hereunder constitute nonqualified deferred compensation subject to avoid the imposition of a penalty tax on Executive under Section 409A of the Code409A, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if (ii) Executive is considered a “specified employee” (as such term is defined in the Treasury Regulations under Section 409A of the Code409), any amounts paid then such payments or provided under this Agreement shall, to benefits shall not be made or commence until the extent necessary in order to avoid earlier of (i) the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end expiration of the six (6)-month period. If Executive dies during period measured from the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative date of Executive’s estate within sixty separation from service, or (60ii) calendar days after the date of Executive’s death. (b) For purposes of Section 409A . Upon the expiration of the Codeapplicable period, the right to a series of installment any such payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement which would have otherwise been made during that period shall be made or provided in accordance provided. Notwithstanding anything to the contrary herein, (A) the Corporation shall be permitted to accelerate any payment under this Employment Agreement by the Corporation to the federal government for any benefits payable under the Employment Agreement to make payments on behalf of Executive of federal employment taxes under Code Sections 3101, 3121(a) or 3121(v)(2), or to comply with any federal tax withholding provisions or corresponding withholding provisions of applicable state, local or foreign tax laws as a result of the payment of federal employment taxes, and to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes; provided, however, that the total payment under this acceleration provision may not exceed the aggregate of the applicable FICA amount, and the income tax withholding related to such FICA amount, and (B) the Corporation may permit acceleration of the payment of any benefits upon a good faith, reasonable determination by the Corporation, upon advice of counsel, that the Employment Agreement or any arrangement hereunder fails to meet the requirements of Section 409A and the regulations hereunder; provided, however that such payments may not exceed the amount required to be included in income as a result of the Code, including, where applicable, the requirement that any such failure; or (iC) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (iiacceleration permitted under Treas. Reg. § 1.409A-3(j)(4) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than with respect to any payment under the last calendar day of Employment Agreement in the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefitCorporation’s discretion.

Section 409A Compliance. (a) Any payments conditioned upon a termination of the Executive’s employment will be deemed to be conditioned upon the Executive’s separation from service within the meaning of Treasury Regulation Section 1.409A-1(h) and will be construed and interpreted accordingly. If the Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Executive’s separation from service, then the Executive shall not be entitled to any severance payments or other benefits pursuant to this Agreement until the earlier of (a) the date which is six months after the date of the Executive’s separation from service, or (b) the date of the Executive’s death. This Agreement is intended paragraph shall only apply if, and to the extent required in order to comply with Section 409A of the Internal Revenue Code or an exemption theretoof 1986, andas amended (the “Code”), and Treasury Regulation Section 1.409A-3(i)(2). Any amounts otherwise payable to the extent necessary Executive upon or in order to avoid the imposition of a penalty tax on Executive under Section 409A of six-month period following the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits Executive’s separation from service that are provided upon a termination not so paid by reason of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code paragraph shall be paid to the personal representative of Executive (or the Executive’s estate estate, as the case may be) as soon as practicable (and in all events within sixty twenty days) after the expiration of such six-month period or (60) calendar days after if applicable, the date of the Executive’s death). (b) For purposes Any taxable reimbursement of Section 409A of expenses payable to the Code, the right to a series of installment payments under this Agreement Executive shall be treated as a right paid to a series of separate payments. In no event may Executive, directly the Executive on or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than before the last calendar day of the calendar Executive’s taxable year following the taxable year in which the related expense is was incurred, . Expense reimbursements and (iv) the right to reimbursement or in in-kind benefits is provided to the Executive shall not be subject to liquidation or exchange for another benefitbenefit and the amount of such reimbursements or in-kind benefits that the Executive I/3516069.4 receives in one taxable year shall not affect the amount of such reimbursements or benefits that the Executive may receive in any other taxable year. (c) It is intended that any amounts payable under this Agreement and the Company’s and the Executive’s exercise of any authority or discretion hereunder shall comply with, and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. Should the Company pay the Executive contrary to clause (a) or (b) of Section 21(a) above, the Company shall indemnify the Executive for any taxes due thereon as a result.

Section 409A Compliance. The parties intend for this Agreement either to satisfy the requirements of Section 409A or to be exempt from the application of Section 409A, and this Agreement shall be construed and interpreted accordingly. If this Agreement either fails to satisfy the requirements of Section 409A or is not exempt from the application of Section 409A, then the parties hereby agree to amend or to clarify this Agreement in a timely manner so that this Agreement either satisfies the requirements of Section 409A or is exempt from the application of Section 409A. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything any provision in this Agreement to the contrary, if in the event that Executive is considered a “specified employee” (as defined in Section 409A of the Code409A), any Severance Payment, severance benefits or other amounts paid or provided payable under this Agreement shall, that would be subject to the extent necessary in order special rule regarding payments to avoid the imposition of a penalty tax on Executive “specified employees” under Section 409A of the Code, be delayed for six (6409A(a)(2)(B) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code (together, “Specified Employee Payments”) shall not be paid to before the personal representative expiration of a period of six months following the date of Executive’s estate within sixty termination of employment (60) calendar days after or before the date of Executive’s death, if earlier). The Specified Employee Payments to which Executive would otherwise have been entitled during the six-month period following the date of Executive’s termination of employment shall be accumulated and paid as soon as administratively practicable following the first date of the seventh month following the date of Executive’s termination of 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 adjusted on the effective date of each change in such rate) plus 300 basis points. (b) For purposes To the extent necessary to ensure satisfaction of the requirements of 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 right to a series payment of installment payments amounts payable under this Agreement. (c) The Company hereby informs Executive that the federal, state, local, and/or foreign tax consequences (including without limitation those tax consequences implicated by Section 409A) of this Agreement are complex and subject to change. Executive acknowledges and understands that Executive should consult with his or her own personal tax or financial advisor in connection with this Agreement and its tax consequences. Executive understands and agrees that the Company has no obligation and no responsibility to provide Executive with any tax or other legal advice in connection with this Agreement and its tax consequences. Executive agrees that Executive shall bear sole and exclusive responsibility for any and all adverse federal, state, local, and/or foreign tax consequences (including without limitation any and all tax liability under Section 409A) of this Agreement to which he may be subject under applicable law. The Company shall bear sole and exclusive responsibility for any and all adverse federal, state, local, and/or foreign tax consequences (including without limitation any and all tax liability under Section 409A) of this Agreement to which it may be subject under applicable law. (d) To the extent that any payments or reimbursements provided to Executive under this Agreement, are deemed to constitute taxable compensation to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided paid in accordance with the requirements of Section 409A terms of the Codeprovisions under which such rights arise, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified but in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no event later than the last calendar day December 31 of the calendar year following the year in which the expense is incurredincurred (which payment shall be contingent upon Executive’s 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 (iv) the Executive’s right to such payments or reimbursement or in kind benefits is shall not be subject to liquidation or exchange for another any other benefit. (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. (a) This It is the parties’ intention that the various applicable provisions of this Agreement is intended to comply with either are exempt from Section 409A of the Code or an exemption thereto, and, to satisfy the extent necessary in order to avoid the imposition requirements of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits The parties agree that are provided upon a this Agreement shall be interpreted accordingly, including without limitation the following provisions. If at the time of the Executive’s termination of employment shallwith the Company, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes is a “separation from servicespecified employee” within the meaning of Section 409A of the Code. Any payments Code and the final regulations and any other guidance promulgated thereunder, no Severance Benefit that qualify for the “short term deferral” exception or another exception may be considered deferred compensation under Section 409A of the Code shall and that is payable on account of the Executive’s Separation from Service may be paid under the applicable exception. Notwithstanding anything in this Agreement prior to the contrary, if Executive is considered a “specified employee” earlier of: (as defined in Section 409A i) the expiration of the Code), any amounts paid or provided under this Agreement shall, to six-month period measured from the extent necessary in order to avoid date of the imposition of a penalty tax on Executive Executive’s Separation from Service under Section 409A of the Code, be delayed for six or (6ii) months after the Executive’s “death. Notwithstanding the foregoing, any portion of the Severance Benefits that would otherwise be payable during the six-month period from the date of the Executive’s Separation from Service, but that is not treated as a payment of deferred compensation under Section 409A of the Code either due to (i) the application of the short-term deferral rule or (ii) because such Severance Benefits are separation pay due to involuntary separation from service” within service that satisfies the meaning amount and duration limits of Section 409A of the Code, and the accumulated amounts shall may be paid in a lump sum within ten (10) calendar days after the end six-month period from the Executive’s Separation from Service. Any portion of the six (6)-month period. If Executive dies Severance Benefits that would otherwise be payable during the six (6)-month postponement six-month period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after from the date of the Executive’s death. (b) For purposes of Section 409A Separation from Service, but that cannot be paid at that time under the preceding paragraph shall accrue and become payable on the date that is six months and one day following the date of the CodeExecutive’s Separation from Service. All subsequent Severance Benefits, if any, will be payable in accordance with the right to applicable payment schedule. For these purposes, each Severance Benefit payment is hereby designated as a series of installment payments under this Agreement shall separate payment and will not collectively be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a single payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance This provision is intended to comply with the requirements of Section 409A of the Code so that none of the Severance Benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A of the Code, including, where applicable, the requirement that (i) and any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense ambiguities herein will be made no later than interpreted to so comply. The Company and the last calendar day Executive agree to work together in good faith to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefitCode.

Section 409A Compliance. (a) This Agreement is intended to comply with with, or otherwise be exempt from, Section 409A of the Internal Revenue Code or an exemption theretoof 1986, andas amended (the “Code”) and any regulations and Treasury guidance promulgated thereunder. The Company shall undertake to administer, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Codeinterpret, payments may only be made under and construe this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary does not result in order to avoid the imposition on Contractor of a penalty tax on Executive under Section 409A of the Codeany additional tax, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception penalty, or another exception interest under Section 409A of the Code shall be paid If a payment obligation under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive arises on account of Contractor’s separation from service while Contractor is considered a “specified employee” (as defined in under Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition payment of a penalty tax on Executive “deferred compensation” (as defined under Section 409A of the Code, and applicable regulations) that is scheduled to be delayed for paid within six (6) months after Executive’s “such separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts service shall be paid in a lump sum within ten (10) calendar 15 days after the end of the six (6)-month period. If Executive dies during six-month period beginning on the six (6)-month postponement period prior to date of such separation from service or, if earlier, within 15 days after the payment appointment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative or executor of ExecutiveContractor’s estate within sixty (60) calendar days after the date of Executive’s following his death. (b) For purposes of . All expense reimbursement or in-kind benefits subject to Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be made or provided in accordance with subject to the requirements of Section 409A of the Code, including, where applicable, the requirement that following rules: (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, reimbursement or in in-kind benefits provided, provided during a one calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in provided during any other calendar year, ; (iiiii) the reimbursement of an eligible expense will reimbursements shall be made paid no later than the last calendar day end of the calendar year following the year in which Contractor incurs such expenses, and Contractor shall take all actions necessary to claim all such reimbursements on a timely basis to permit the expense is incurredCompany to make all such reimbursement payments prior to the end of said period, and (iviii) the right to reimbursement or in in-kind benefits is shall not be subject to liquidation or exchange for another benefit.

Section 409A Compliance. (a) The parties hereto hereby acknowledge and agree that: a. This Agreement is intended to comply with Section 409A of the Code 409A, or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, and payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall409A, to the extent necessary in order applicable. Separation pay provided under this Agreement is intended to avoid the imposition of a penalty tax on Executive under be exempt from Section 409A of under the Code, not be provided unless such termination constitutes a “separation from servicepay exception,” within to the meaning of Section 409A of the Codemaximum extent applicable. Any Further, any payments that qualify for the “short short-term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is you are considered a “specified employee” (as defined in for purposes of Section 409A and if payment of the Code), any amounts paid or provided under this Agreement shallis required to be delayed for a period of six months after separation from service pursuant to Section 409A, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning application of Section 409A to amounts payable hereunder, payment of the Codesuch amounts shall be delayed as required by Section 409A, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days payment after the end of the six (6)-month six-month period. If Executive dies you die during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred withheld on account of Section 409A of the Code shall be paid to the personal representative of Executive’s your estate within sixty (60) calendar 60 days after the date of Executive’s your death. (b) b. All separation payments to be made upon a termination of service under this Agreement may only be made upon a “separation from service” under Section 409A. For purposes of Section 409A of the Code409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executiveyou, directly or indirectly, designate the calendar year of a payment. All reimbursements reimbursements, including, without limitation, for attorneys’ fees or expenses, indemnification, either directly or indirectly through the provision of insurance, in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative (“Proceeding”), advancement for expenses in connection with any Proceeding, and in in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to avoid the application of the CodeSection 409A to such amounts, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.. Notwithstanding anything in this Agreement to the contrary, any right of Gyrodyne to offset or otherwise reduce any sums that may be due or become payable by the Company to you or for your account by any overpayment to, or indebtedness of you shall be subject to limitations imposed by Section 409A.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event All in-kind benefits provided and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify expenses eligible for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments reimbursement under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly provided by the Company or indirectly, designate incurred by the calendar year of a paymentExecutive during the time periods set forth in this Agreement. All reimbursements and in kind benefits provided under this Agreement shall be made or provided paid as soon as administratively practicable, but in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) no event shall any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than paid after the last calendar day of the calendar taxable year following the taxable year in which the expense is was incurred, and (iv) . The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in SECTION 5(B) are deemed to constitute non-qualified deferred compensation benefits subject to Section 409A of the United States Internal Revenue Code (the "CODE"), ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ apply to SECTION 5: Any termination of the Executive's employment triggering payment of benefits under SECTION 5(B) must constitute a "SEPARATION FROM SERVICE" under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. ss.1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive's employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. ss.1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive's employment terminates), any benefits payable under SECTION 5 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 under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. ss.1.409A-1(h). For purposes of clarification, this SECTION 6(B) shall not cause any forfeiture of benefits on the Executive's part, but shall only act as a delay until such time as a "SEPARATION FROM SERVICE" occurs. Further, if the Executive 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 SECTION 5 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-month anniversary of the date his separation from service becomes effective, and (ii) the date of the Executive's death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (i) the business day following the six-month anniversary of the date his separation from service becomes effective, and (ii) the Executive's death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under SECTION 5(B) of this Agreement. It is intended that each installment of the payments and benefits provided under SECTION 5(B) of this Agreement shall be treated as a separate "PAYMENT" for purposes of Section 409A of the Code. Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (a) This Agreement If, at the time of a Participant’s Eligible Termination with the Corporation, the Participant is intended a Specified Employee, then any Severance Benefits payable to comply with the Participant prior to the six-month anniversary of the Participant’s date of Eligible Termination, which constitute deferred compensation subject to Section 409A of the Code Code, shall be delayed and not paid to the Participant until the first business day following the six‑month anniversary of the effective date of the Eligible Termination, at which time such delayed amounts will be paid to the Participant in a cash lump sum. If a Participant dies on or an exemption theretoafter the date of the Participant’s date of Eligible Termination and prior to the payment of the delayed amounts pursuant to this Section 5.4, andany amount delayed pursuant to this Section 5.4 shall be paid to the Participant’s estate within 30 days following the Participant’s death. The Corporation shall not accelerate any payment or the provision of any benefits under this Plan or make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. It is understood that each installment is a separate payment, and that the timing of payment is within the control of the Corporation. To the extent this Plan is subject to Section 409A of the Code, the Corporation and the Participants intend all payments under this Plan to comply with the requirements of such section, and this Plan shall, to the extent necessary reasonably practicable, be operated and administered to effectuate such intent. If, in order the good faith judgment of the Corporation, any provision of this Plan could cause the Participant to avoid the imposition of a penalty be subject to adverse or unintended tax on Executive consequences under Section 409A of the Code, payments may only such provision shall be made under this Agreement upon an event and modified by the Corporation in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shallits sole discretion to maintain, to the maximum extent necessary in order to avoid practicable, the imposition of a penalty tax on Executive under Section 409A original intent of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with provision without violating the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A Compliance. (a) This Agreement is intended Notwithstanding anything to comply with Section 409A of the Code or an exemption thereto, andcontrary herein, to the extent necessary in order (i) any payments of benefits hereunder constitute nonqualified deferred compensation subject to avoid the imposition of a penalty tax on Executive under Section 409A of the Code409A, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if (ii) Executive is considered a “specified employee” (as such term is defined in the Treasury Regulations under Section 409A of the Code409), any amounts paid then such payments or provided under this Agreement shall, to benefits shall not be made or commence until the extent necessary in order to avoid earlier of (i) the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end expiration of the six (6)-month period. If Executive dies during period measured from the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative date of Executive’s estate within sixty separation from service, or (60ii) calendar days after the date of Executive’s death. (b) For purposes of Section 409A . Upon the expiration of the Codeapplicable period, the right to a series of installment any such payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement which would have otherwise been made during that period shall be made or provided in accordance provided. Notwithstanding anything to the contrary herein, (A) the Company shall be permitted to accelerate any payment under this Employment Agreement by the Company to the federal government for any benefits payable under the Employment Agreement to make payments on behalf of Executive of federal employment taxes under Code Sections 3101, 3121(a) or 3121(v)(2), or to comply with any federal tax withholding provisions or corresponding withholding provisions of applicable state, local or foreign tax laws as a result of the payment of federal employment taxes, and to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes; provided, however, that the total payment under this acceleration provision may not exceed the aggregate of the applicable FICA amount, and the income tax withholding related to such FICA amount, and (B) the Company may permit acceleration of the payment of any benefits upon a good faith, reasonable determination by the Company, upon advice of counsel, that the Employment Agreement or any arrangement hereunder fails to meet the requirements of Section 409A and the regulations hereunder; provided, however that such payments may not exceed the amount required to be included in income as a result of the Code, including, where applicable, the requirement that any such failure; or (iC) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (iiacceleration permitted under Treas. Reg. § 1.409A-3(j)(4) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than with respect to any payment under the last calendar day of Employment Agreement in the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefitCompany’s discretion.

Section 409A Compliance. The benefits payable under this Section 5.3 and all subsections thereof, to the extent of payments made from the date of Officer’s termination through March 15th of the calendar year following such termination, are intended to be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. To the extent such payments are made following said March 15th, they are intended to be made upon an involuntary termination from service and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provision, with any excess amount being regarded as subject to the distribution requirements of Section 409A(a)(2)(A) of the Internal Revenue Code, including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of the Internal Revenue Code that payment to Officer be delayed until six (a6) This months after separation from service if Officer is a “specified employee” within the meaning of the aforesaid section of the Internal Revenue Code at the time of such separation from service. Each payment set forth in this Section 5.3, and all subparts thereof, shall be considered a separate payment for purposes of Section 409A of the Internal Revenue Code. If any provision of this Agreement is intended (or of any award of compensation, including equity compensation or benefits) would cause Officer to incur any additional tax or interest under Section 409A of the Internal Revenue Code or the Final 409A Regulations, Employer shall, after consulting with Officer, amend such provision to comply with Section 409A of the Code or an exemption theretoInternal Revenue Code, andprovided that Employer agrees to maintain, to the maximum extent necessary in order practicable, the original intent and economic benefit to avoid the imposition of a penalty tax on Executive under Section 409A Officer of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of applicable provision without violating the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning provisions of Section 409A of the Internal Revenue Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to To the extent necessary in order to avoid that the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes is a “separation from servicespecified employee” (within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A ) as of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A date of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” service (within the meaning of Section 409A of the Code), and no amount that constitutes a deferral of compensation which is payable on account of the accumulated amounts Executive’s separation from service shall be paid in a lump sum within ten to the Executive before the date (10the “Delayed Payment Date”) calendar days which is the first (1st) day of the seventh (7th) month after the end date of the six (6)-month periodExecutive’s separation from service or, if earlier, the date of the Executive’s death following such separation from service. If Executive dies during the six (6)-month postponement period All such amounts that would, but for this Section 8, become payable prior to the payment Delayed Payment Date, plus simple interest accrued at the prime rate of benefitsinterest published in the northeast edition of The Wall Street Journal, will be accumulated and paid on the amounts Delayed Payment Date. (b) The Company intends that income provided to the payment Executive pursuant to this Agreement will not be subject to taxation under Section 409A of which is deferred on account the Code. The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the Code shall be paid Code. The Company and the Executive agree to negotiate in good faith to reform any provisions of this Agreement to maintain to the personal representative maximum extent practicable the original intent of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes applicable provisions without violating the provisions of Section 409A of the Code, if the right Company deems such reformation necessary or advisable pursuant to guidance under Section 409A of the Code to avoid the incurrence of any such interest and penalties. Such reformation shall not result in a series reduction of installment the aggregate amount of payments or benefits under this Agreement. However, the Company does not guarantee any particular tax effect for income provided to the Executive pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to the Executive and the payment of an excise tax gross-up as provided for in Section 5(f), the Company shall not be responsible for the payment of any applicable taxes on compensation paid or provided to the Executive pursuant to this Agreement. (c) Notwithstanding anything herein to the contrary, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be treated as a right subject to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that following conditions: (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii1) the amount of expenses eligible for reimbursement, reimbursement or in in-kind benefits provided, during a calendar in one taxable year may shall not affect the expenses eligible for reimbursement, reimbursement or in in-kind benefits to be provided, in any other calendar taxable year, ; (iii2) the reimbursement of an eligible expense will expenses or in-kind benefits shall be made promptly, subject to the Company’s applicable policies, but in no event later than the last calendar day end of the calendar year following after the year in which the such expense is was incurred, ; and (iv3) the right to reimbursement or in in-kind benefits is shall not be subject to liquidation or exchange for another benefit.

Section 409A Compliance. Executive is solely responsible and liable for the satisfaction of any federal, state, province or local taxes that may arise with respect to this Agreement (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive including any taxes arising under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, except to the extent necessary otherwise specifically provided in order a written agreement with the Company). Neither the Company nor any of its employees, officers, directors, or service providers shall have any obligation whatsoever to avoid the imposition of a penalty pay such taxes, to prevent Executive from incurring them, or to mitigate or protect Executive from any such tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exceptionliabilities. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided that become due under this Agreement shall, to the extent necessary in order to avoid the imposition on account of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s termination of employment constitute “separation from servicenonqualified deferred compensation” within the meaning of Section 409A of the Code, and the accumulated payment of such amounts shall not commence until Executive incurs a “separation from service” within the meaning of Treasury Regulation § 1.409A-1(h) and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service”. If, at the time of Executive’s termination of employment under this Agreement, Executive is a “specified employee” (under Section 409A of the Code), any payments that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code on account of Executive’s “separation from service” and that are not exempt from Section 409A of the Code as involuntary separation pay or a short-term deferral (or otherwise) will not be paid in a lump sum within ten until after the end of the sixth calendar month beginning after Executive’s separation from service (10) the “409A Suspension Period”). Within 14 calendar days after the end of the six (6)-month period. If 409A Suspension Period, Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid a lump sum payment in cash equal to any payments delayed because of the personal representative preceding sentence, together with interest on them for the period of Executive’s estate within sixty (60) calendar days after delay at a rate not less than the date average prime interest rate published in the Wall Street Journal on any day chosen by the Company during that period. Thereafter, Executive shall receive any remaining benefits as if there had not been an earlier delay. With regard to any provision herein that provides for reimbursement of Executive’s death. (b) For purposes of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code, the right to a series of installment all such payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made on or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than before the last calendar day of the calendar year following the calendar year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefitoccurred.

Section 409A Compliance. The following rules shall apply, to the extent necessary, with respect to distribution of the payments and benefits, if any, to be provided to the Employee under this Agreement. Subject to the provisions in this Paragraph 16, the severance payments pursuant to this Agreement shall begin only upon the date of the Employee's "separation from service" (adetermined as set forth below) which occurs on or after the date of the Employee's termination of employment. a. This Agreement is intended to comply with Section 409A of the Internal Revenue Code or an exemption theretoof 1986, and, as amended (to the extent applicable) ("Section 409A") and the parties hereto agree to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply therewith and without resulting in order to avoid any increase in the imposition of a penalty tax on Executive under Section 409A amounts owed hereunder by the Company. b. It is intended that each installment of the Code, severance payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a separate "payment" for purposes of Section 409A. Neither the Employee nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. c. If, as of the date of the Employee's "separation from service" from the Company, the Employee is not a series "specified employee" (within the meaning of separate paymentsSection 409A), then each installment of the severance payments and benefits shall be made on the dates and terms set forth in this Agreement, without regard to Paragraph 16(d). d. If, as of the date of the Employee's "separation from service" from the Company, the Employee is a "specified employee" (within the meaning of Section 409A), then: i. Each installment of the severance payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) (or any successor provision) to the maximum extent permissible under Section 409A; and ii. In Each installment of the severance payments and benefits due under this Agreement that is not described in Paragraph 16(d)(i) above and that would, absent this subsection, be paid within the six-month period following the Employee's "separation from service" from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Employee's death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Employee's separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A- 1(b)(9)(iii) (or any successor provision) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) (or any successor provision) must be paid no event may Executivelater than the last day of the second taxable year following the taxable year in which the separation from service occurs. e. The determination of whether and when the Employee's separation from service from the Company has occurred shall be made in a manner consistent with, directly and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h) (or indirectlyany successor provision). Solely for purposes of this Section, designate "Company" shall include all persons with whom the calendar year of Company would be considered a payment. single employer as determined under Treasury Regulation Section 1.409A-1(h)(3) (or any successor provision). f. All reimbursements and in in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of to the Codeextent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirement requirements that (i) any reimbursement is for expenses incurred during the Employee's lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, reimbursement during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than on or before the last calendar day of the calendar year following the year in which the expense is incurred, incurred and (iv) the right to reimbursement or in kind benefits is not subject to set off or liquidation or exchange for another any other benefit. g. Notwithstanding anything herein to the contrary, the Company shall have no liability to the Employee or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

Section 409A Compliance. (ai) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, Notwithstanding anything to the extent necessary contrary in order this Agreement, no severance payable to avoid the imposition of a penalty tax on Executive Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, payments may only the “Deferred Compensation Separation Benefits”) shall be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on payable until Executive under Section 409A of the Code, not be provided unless such termination constitutes has a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. 409A. (ii) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Compensation Separation Benefits that are payable within the first six (6) months following Executive’s separation from service shall become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Compensation Separation Benefits, if any, shall be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service but prior to the six (6) month anniversary of the Codeseparation, and the accumulated amounts then any payments delayed in accordance with this paragraph shall be paid payable in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days as soon as administratively practicable after the date of Executive’s deathdeath and all other Deferred Compensation Separation Benefits shall be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (biii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (ii) above. (iv) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of clause ii) above. (v) For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that two (2) times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding Executive’s taxable year of Executive’s termination of employment as determined under, and with such adjustments as are set forth in, Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any reimbursement is for expenses incurred during the period of time specified in this Agreement, Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount of expenses eligible for reimbursement, or in kind benefits provided, during that may be taken into account under a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits qualified plan pursuant to be provided, in any other calendar year, (iiiSection 401(a)(17) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following Code for the year in which the expense Executive’s employment is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefitterminated.

Section 409A Compliance. (a) This Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits to be paid or provided to Employee, if any, under this Agreement is intended to comply that, when considered together with any other severance payments or separation benefits, are considered deferred compensation (“Deferred Payments”) under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”), will be paid or an exemption theretoprovided until Employee has a “separation from service” within the meaning of Section 409A. Similarly, andno severance payable to Employee, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Codeif any, payments may only be made under this Agreement upon an event and in a manner permitted by that otherwise would be exempt from Section 409A pursuant to Section 1.409A-1(b)(9) of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not Treasury Regulations will be provided unless such termination constitutes payable until Employee has a “separation from service” within the meaning of Section 409A and Section 1.409A-1(h) of the CodeTreasury Regulations.A. (b) It is intended that none of the severance payments or benefits under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in paragraph (d) below or resulting from an involuntary separation from service as described in paragraph (e) below. In no event will Employee have discretion to determine the taxable year of payment of any Deferred Payment or payment made upon a separation from service. Any severance payments that qualify for the “short term deferral” exception or another exception under benefits payable pursuant to this Agreement will be payable as provided in Section 409A of the Code shall be paid under the applicable exception. 9(d). (c) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, if Executive Employee is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A at the time of Employee’s separation from service (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Employee’s separation from service, will become payable on the date six (6) months and one (1) day following the date of Employee’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death following Employee’s separation from service, but before the six (6) month anniversary of the Codeseparation from service, and the accumulated amounts shall then any payments delayed in accordance with this paragraph will be paid payable in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days as soon as administratively practicable after the date of ExecutiveEmployee’s deathdeath and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b) of the Treasury Regulations. (bd) For purposes of Section 409A of the Code, the right to a series of installment payments Any amount paid under this Agreement shall be treated as a right to a series that satisfies the requirements of separate payments. In no event may Executive, directly or indirectly, designate the calendar year “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of a payment. All reimbursements and in kind benefits provided the Treasury Regulations will not constitute Deferred Payments for purposes of paragraph (a) above. (e) Any amount paid under this Agreement shall that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of paragraph (a) above. (f) The foregoing provisions are intended to comply with or be made or provided in accordance with exempt from the requirements of Section 409A so that none of the Codepayments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, includingand any ambiguities herein will be interpreted to so comply or be exempt. Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, where applicableappropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Employee under Section 409A. In no event will Company reimburse Employee for any taxes that may be imposed on Employee as a result of Section 409A. (g) For purposes of this Agreement, “Section 409A Limit” will mean the requirement that lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Company’s taxable year preceding Company’s taxable year of Employee’s termination of employment as determined under Section 1.409A-1(b)(9)(iii)(A)(1) of the Treasury Regulations and any reimbursement is for expenses incurred during the period of time specified in this Agreement, Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount of expenses eligible for reimbursement, or in kind benefits provided, during that may be taken into account under a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits qualified plan pursuant to be provided, in any other calendar year, (iiiSection 401(a)(17) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following Code for the year in which the expense Employee’s employment is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.terminated

Section 409A Compliance. (a) This Agreement is intended to be exempt from or otherwise comply with the provisions of Section 409A of the Code. Notwithstanding the foregoing, if the Restricted Stock Unit Award constitutes “deferred compensation” under Section 409A of the Code or an exemption theretoand the Restricted Stock Unit Award become vested and settled upon the Participant’s termination of employment, and, payment with respect to the extent necessary in order to avoid Restricted Stock Unit Award shall be delayed for a period of six months after the imposition Participant’s termination of employment if the Participant is a penalty tax on Executive “specified employee” as defined under Section 409A of the Code and if required pursuant to Section 409A of the Code. If payment is delayed, payments the Restricted Stock Unit Award shall be paid within thirty (30) days of the date that is the six-month anniversary of the Participant’s termination of employment. Payments made with respect to this Agreement may only be made under this Agreement in a manner and upon an event and in a manner permitted by Section 409A of the Code. Any , and all payments or benefits that are provided to be made upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not hereunder may only be provided unless such termination constitutes made upon a “separation from service” (within the meaning of Section such term under section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided ) and each payment made under this Agreement shall, to the extent necessary in order to avoid the imposition of shall be treated as a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Codeseparate payment, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executiveshall the Participant, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under The Company may change or modify the terms of this Agreement shall be made without the Participant’s consent or provided signature if the Company determines, in accordance its sole discretion, that such change or modification is necessary for purposes of compliance with or exemption from the requirements of Section 409A of the Code, including, where applicableCode or any regulations or other guidance issued thereunder. Notwithstanding the previous sentence, the requirement that (i) any reimbursement is for expenses incurred during Company may also amend the period of time specified in Plan or this Agreement, (ii) Agreement or revoke the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect Restricted Stock Unit Award to the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) extent permitted by the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefitPlan.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month 6) month period. If Executive dies during the six (6)-month six-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month 6)- month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A Compliance. (a) This The intent of the parties is that payments and benefits under this Agreement is intended to comply with Section 409A of the Internal Revenue Code or an exemption theretoof 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent necessary permitted, this Agreement shall be interpreted to be in order to avoid compliance therewith. In no event whatsoever shall the imposition of a Company be liable for any additional tax, interest or penalty tax that may be imposed on Executive under by Code Section 409A or damages for failing to comply with Code Section 409A. (b) A termination of the Code, payments may only employment shall not be made under deemed to have occurred for purposes of any provision of this Agreement upon an event and in a manner permitted by Section 409A providing for the payment of the Code. Any payments any amounts or benefits that are provided upon or following a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes is also a “separation from service” within the meaning of Code Section 409A and, for purposes of the Code. Any payments that qualify for the any such provision of this Agreement, references to a “short term deferraltermination,” exception “termination of employment” or another exception under Section 409A of the Code like terms shall be paid under the applicable exception. mean “separation from service.” (c) Notwithstanding anything in this Agreement any other payment schedule provided herein to the contrary, if Executive is considered deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then each of the following shall apply: (as defined in i) With regard to any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment shall be made on the date which is the earlier of (A) the expiration of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s 6)-month period measured from the date of such “separation from service” within the meaning of Section 409A of the CodeExecutive, and the accumulated amounts shall be paid in a lump sum within ten (10B) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s deathdeath (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to Executive 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; and (ii) To the extent that any benefits to be provided during the Delay Period is considered deferred compensation under Code Section 409A provided on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section 409A, Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period, and any remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified herein. (bd) For purposes of Code Section 409A of the Code409A, the Executive’s right to a series of receive any installment payments under payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may Executive, directly . (e) To the extent that reimbursements or indirectly, designate the calendar year of a payment. All reimbursements and in other in-kind benefits provided under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (i) all such expenses or other reimbursements hereunder shall be made on or provided in accordance with prior to the requirements of Section 409A last day of the Code, including, where applicable, taxable year following the requirement that (i) any reimbursement is for taxable year in which such expenses were incurred during by the period of time specified in this AgreementEmployee, (ii) the amount of any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in in-kind benefits provided, during a calendar provided in any taxable year may not shall in any way affect the expenses eligible for reimbursement, or in in-kind benefits to be provided, in any other calendar taxable year. (f) Notwithstanding any other provision of this Agreement to the contrary, (iii) the reimbursement in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of an eligible expense will Code Section 409A be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation offset, counterclaim or exchange for another benefit.recoupment by any other amount payable to Executive unless otherwise permitted by Code Section 409A.

Section 409A Compliance. (a) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or an exemption theretoas short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), andand for this purpose each payment shall be considered a separate payment. Any payment hereunder that is treated as deferred compensation subject to Section 409A shall be paid in compliance with Section 409A and shall not be deferred or accelerated in violation of Section 409A. In the event that the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent necessary possible; provided that in order no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. Notwithstanding anything herein to avoid the imposition contrary, the Company and Executive agree that the services to be provided by Executive pursuant to this Agreement are expected to exceed more than 20% of the average level of services performed by the Executive for the Company and its affiliated “service recipients” (within the meaning of Treasury regulation §1.409A-1(h)(3)) over the immediately preceding 36-month period. Notwithstanding any other provision in this Agreement, if Executive is a penalty tax on Executive under “specified employee,” as defined in Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A as of the Code. Any payments or benefits that are provided upon a termination date of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “Executive’s separation from service” service (within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement ), then to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), extent any amounts paid or provided amount payable under this Agreement shall(i) constitutes the payment of nonqualified deferred compensation, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the accumulated amounts terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall not be paid in a lump sum within ten (10) calendar days after made to Executive until the end earlier of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative month anniversary of Executive’s estate within sixty (60) calendar days after separation from service or Executive’s death and will be accumulated and paid on the first day of the seventh month following the date of Executive’s death. (b) For purposes separation from service. In addition, each payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the right later of the two taxable years. Any reimbursement payable to a series of installment payments under Executive pursuant to this Agreement or otherwise shall be treated as a right conditioned on the submission by Executive of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to a series Executive within 30 days following receipt of separate payments. In such expense reports, but in no event may Executive, directly or indirectly, designate later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a payment. All reimbursements and in kind benefits provided under this Agreement calendar year shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) not affect the amount of expenses eligible for reimbursement, or in in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits benefit to be provided, in during any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the . The right to any reimbursement or in in-kind benefits is benefit pursuant to this Agreement or otherwise shall not be subject to liquidation or exchange for another any other benefit.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning requirements of Section 409A of the Code. Any payments that qualify for Internal Revenue Code of 1986, as amended (the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under Code”) (together with the applicable exceptionregulations thereunder, “Section 409A”). Notwithstanding anything To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A or to the contrary, if Executive is considered a “specified employee” (as defined extent any provision in this Agreement must be modified to comply with Section 409A (including, without limitation, Treasury Regulation 1.409A-3(c)), such provision will be read, or will be modified (with the mutual consent of the Codeparties, which consent will not be unreasonably withheld), any amounts paid or provided as the case may be, in such a manner so that all payments due under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under will comply with Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) 409A. For purposes of Section 409A of the Code409A, the right to a series of installment payments each payment made under this Agreement shall will be treated as a right to a series of separate paymentspayment. In no event may Executive, directly or indirectly, designate the calendar year of a payment. . (b) All reimbursements and in kind benefits provided under this Agreement shall will be made or provided in accordance with the requirements of Section 409A of the Code409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, reimbursement during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than on or before the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. (c) Executive further acknowledges that any tax liability incurred by Executive under Section 409A of the Code is solely the responsibility of Executive. (d) Notwithstanding any provision of this Agreement to the contrary, to the extent necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees” (as defined in Section 409A), any payment (or portion thereof) on account of Executive’s separation from service that would otherwise be due hereunder within six months after such separation, but which is subject to mandatory delay to comply with 409A, will nonetheless be delayed until the first business day of the seventh month following Executive’s date of termination and the first such payment will include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction. Notwithstanding anything contained herein to the contrary, Executive will not be considered to have terminated employment with the Company for purposes of Section 8 hereof unless he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning requirements of Section 409A of the Code. Any payments that qualify for Internal Revenue Code of 1986, as amended (the “short term deferral” exception or another exception under Code”) and regulations promulgated thereunder (“Section 409A of 409A”). To the Code shall be paid under the applicable exception. Notwithstanding anything extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, the contrary, if Executive is considered provision shall be read in such a manner so that no payments due under this Agreement shall be subject to an “specified employeeadditional tax” (as defined in Section 409A 409A(a)(1)(B) of the Code), any amounts paid or provided under this Agreement shall, . If necessary to comply with the extent necessary restriction in order to avoid the imposition of a penalty tax on Executive under Section 409A 409A(a)(2)(B) of the Code, Code concerning payments to “specified employees,” any payment on account of Consultant’s separation from service that would otherwise be delayed for due hereunder within six (6) months after Executive’s “such separation from service” within shall be delayed until the meaning of Section 409A first business day of the Code, seventh month following the expiration of the Term and the accumulated amounts first such payment shall be include the cumulative amount of any payments (without interest) that would have been paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the such date of Executive’s death. (b) if not for such restriction. For purposes of Section 409A of the Code409A, the right to a series of installment payments each payment made under this Agreement shall be treated as a right to a series of separate paymentspayment. In no event may Executive, the Consultant directly or indirectly, indirectly designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Consultant’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, reimbursement during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than on or before the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.. [Signature Page Follows]

Section 409A Compliance. (a) This It is the parties’ intention that the various applicable provisions of this Agreement is intended to comply with either are exempt from Section 409A of the Code or an exemption thereto, and, to satisfy the extent necessary in order to avoid the imposition requirements of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits The parties agree that are provided upon a this Agreement shall be interpreted accordingly, including without limitation the following provisions. If at the time of the Executive’s termination of employment shallwith the Company, to the extent necessary in order to avoid the imposition of Executive is a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” "specified employee" within the meaning of Section 409A of the Code. Any payments Code and the final regulations and any other guidance promulgated thereunder, no Severance Benefit that qualify for the “short term deferral” exception or another exception may be considered deferred compensation under Section 409A of the Code shall and that is payable on account of the Executive’s Separation from Service may be paid under the applicable exception. Notwithstanding anything in this Agreement prior to the contrary, if Executive is considered a “specified employee” earlier of: (as defined in Section 409A i) the expiration of the Code), any amounts paid or provided under this Agreement shall, to six-month period measured from the extent necessary in order to avoid date of the imposition of a penalty tax on Executive Executive’s Separation from Service under Section 409A of the Code, be delayed for six or (6ii) months after the Executive’s “death. Notwithstanding the foregoing, any portion of the Severance Benefits that would otherwise be payable during the six-month period from the date of the Executive’s Separation from Service, but that is not treated as a payment of deferred compensation under Section 409A of the Code either due to (i) the application of the short-term deferral rule or (ii) because such Severance Benefits are separation pay due to involuntary separation from service” within service that satisfies the meaning amount and duration limits of Section 409A of the Code, and the accumulated amounts shall may be paid in a lump sum within ten (10) calendar days after the end six-month period from the Executive’s Separation from Service. Any portion of the six (6)-month period. If Executive dies Severance Benefits that would otherwise be payable during the six (6)-month postponement six-month period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after from the date of the Executive’s death. (b) For purposes of Section 409A Separation from Service, but that cannot be paid at that time under the preceding paragraph shall accrue and become payable on the date that is six months and one day following the date of the CodeExecutive’s Separation from Service. All subsequent Severance Benefits, if any, will be payable in accordance with the right to applicable payment schedule. For these purposes, each Severance Benefit payment is hereby designated as a series of installment payments under this Agreement shall separate payment and will not collectively be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a single payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance This provision is intended to comply with the requirements of Section 409A of the Code so that none of the Severance Benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A of the Code, including, where applicable, the requirement that (i) and any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense ambiguities herein will be made no later than interpreted to so comply. The Company and the last calendar day Executive agree to work together in good faith to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefitCode.

Section 409A Compliance. The following rules shall apply, to the extent necessary, with respect to distribution of the payments and benefits, if any, to be provided to the Employee under this Agreement. Subject to the provisions in this Paragraph 16, the severance payments pursuant to this Agreement shall begin only upon the date of the Employee's "separation from service" (adetermined as set forth below) which occurs on or after the date of the Employee's termination of employment. a. This Agreement is intended to comply with Section 409A of the Internal Revenue Code or an exemption theretoof 1986, and, as amended (to the extent applicable) ("Section 409A") and the parties hereto agree to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply therewith and without resulting in order to avoid any increase in the imposition of a penalty tax on Executive under Section 409A amounts owed hereunder by the Company. b. It is intended that each installment of the Code, severance payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a separate "payment" for purposes of Section 409A. Neither the Employee nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. c. If, as of the date of the Employee's "separation from service" from the Company, the Employee is not a series "specified employee" (within the meaning of separate paymentsSection 409A), then each installment of the severance payments and benefits shall be made on the dates and terms set forth in this Agreement, without regard to Paragraph 16(d). d. If, as of the date of the Employee's "separation from service" from the Company, the Employee is a "specified employee" (within the meaning of Section 409A), then: i. Each installment of the severance payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-l(b)(4) (or any successor provision) to the maximum extent permissible under Section 409A; and ii. In Each installment of the severance payments and benefits due under this Agreement that is not described in Paragraph 16(d)(i) above and that would, absent this subsection, be paid within the six-month period following the Employee's "separation from service" from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Employee's death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Employee's separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-l(b)(9)(iii) (or any successor provision) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) (or any successor provision) must be paid no event may Executivelater than the last day of the second taxable year following the taxable year in which the separation from service occurs. e. The determination of whether and when the Employee's separation from service from the Company has occurred shall be made in a manner consistent with, directly and based on the presumptions set forth in, Treasury Regulation Section 1.409A-l(h) (or indirectlyany successor provision). Solely for purposes of this Section, designate "Company" shall include all persons with whom the calendar year of Company would be considered a paymentsingle employer as determined under Treasury Regulation Section 1.409A-l(h)(3) (or any successor provision). f All reimbursements and in in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of to the Codeextent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirement requirements that (i) any reimbursement is for expenses incurred during the Employee's lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, reimbursement during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than on or before the last calendar day of the calendar year following the year in which the expense is incurred, incurred and (iv) the right to reimbursement or in kind benefits is not subject to set off or liquidation or exchange for another any other benefit. g. Notwithstanding anything herein to the contrary, the Company shall have no liability to the Employee or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

Section 409A Compliance. (a) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or an exemption theretoas short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), andand for this purpose each payment shall be considered a separate payment. Any payment made or contemplated hereunder that is treated as deferred compensation subject to Section 409A shall be paid in compliance with Section 409A and shall not be deferred or accelerated in violation of Section 409A. In the event that the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent necessary possible; provided that in order no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement unless such 409A Penalties arise in connection with the Company’s failure to avoid comply with the imposition of terms hereof. Notwithstanding any other provision in this Agreement, if Executive is a penalty tax on Executive under “specified employee,” as defined in Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A as of the Code. Any payments or benefits that are provided upon a termination date of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “Executive’s separation from service” service (within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement ), then to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), extent any amounts paid or provided amount payable under this Agreement shall(i) constitutes the payment of nonqualified deferred compensation, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the accumulated amounts shall terms of this Agreement would be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period payable prior to the date that is six months after Executive’s separation from service, such payment of benefits, shall not be made to Executive until the amounts the payment of which is deferred on account of Section 409A earlier of the Code shall be paid to the personal representative of date that is six months after Executive’s estate within sixty (60) calendar days after separation from service or Executive’s death and will be accumulated and paid on the first day of the seventh month following the date of Executive’s death. (b) For purposes separation from service. In addition, each payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, that is conditioned upon Executive’s execution of a release and that is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the right later of the two taxable years. Any reimbursement payable to a series of installment payments under Executive pursuant to this Agreement or otherwise shall be treated as a right conditioned on the submission by Executive of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to a series Executive within 30 days following receipt of separate payments. In such expense reports, but in no event may Executive, directly or indirectly, designate later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a payment. All reimbursements and in kind benefits provided under this Agreement calendar year shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) not affect the amount of expenses eligible for reimbursement, or in in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits benefit to be provided, in during any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the . The right to any reimbursement or in in-kind benefits is benefit pursuant to this Agreement or otherwise shall not be subject to liquidation or exchange for another any other benefit.

Section 409A Compliance. The following rules shall apply, to the extent necessary, with respect to distribution of the payments and benefits, if any, to be provided to the Executive under this Agreement. Subject to the provisions in this Section, the severance payments pursuant to this Agreement shall begin only upon the date of the Executive’s “separation from service” (adetermined as set forth below) which occurs on or after the date of the Executive’s termination of employment. 7.5.1. This Agreement is intended to comply with or be exempt from Code Section 409A of the Code or an exemption thereto, and, (to the extent applicable) and the parties hereto agree to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply therewith or to be exempt therefrom and without resulting in order to avoid any increase in the imposition of a penalty tax on Executive under Section 409A amounts owed hereunder by the Company. 7.5.2. It is intended that each installment of the Code, severance payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code and the guidance issued thereunder (“Section 409A”). Neither the Executive nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. 7.5.3. If, as of the date of the Executive’s “separation from service” from the Company, the Executive is not a series “specified employee” (within the meaning of separate paymentsSection 409A), then each installment of the severance payments and benefits shall be made on the dates and terms set forth in this Agreement. 7.5.4. In If, as of the date of the Executive’s “separation from service” from the Company, the Executive is a “specified employee” (within the meaning of Section 409A), then: 7.5.4.1. Each installment of the severance payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and 7.5.4.2. Each installment of the severance payments and benefits due under this Agreement that is not described in Section 7.5.4.1 above and that would, absent this subsection, be paid within the six-month period following the Executive’s “separation from service” from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no event may later than the last day of the second taxable year following the taxable year in which the separation from service occurs. 7.5.5. The determination of whether and when the Executive’s separation from service from the Company has occurred shall be made in a manner consistent with, directly or indirectlyand based on the presumptions set forth in, designate Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section, “Company” shall include all persons with whom the calendar year of Company would be considered a paymentsingle employer as determined under Treasury Regulation Section 1.409A-1(h)(3). 7.5.6. All reimbursements and in in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of to the Codeextent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirement requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, reimbursement during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than on or before the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to set off or liquidation or exchange for another any other benefit. 7.5.7. Notwithstanding anything herein to the contrary, the Company shall have no liability to the Executive or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

Section 409A Compliance. (a) This Any payments under this Agreement is intended that are deemed to comply with be deferred compensation subject to the requirements of Section 409A of the Code or an exemption thereto, and, are intended to comply with the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning requirements of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code and this Agreement shall be paid under the applicable exceptioninterpreted accordingly. Notwithstanding anything in To this end and notwithstanding any other provision of this Agreement to the contrary, if at the time of the Executive's termination of employment with the Company, (i) the Company's securities are publicly traded on an established securities market; (ii) Executive is considered a “"specified employee” " (as defined in Section 409A 409A); and (iii) the deferral of the Code), commencement of any amounts paid payments or provided under benefits otherwise payable pursuant to this Agreement shall, to the extent as a result of such termination of employment is necessary in order to avoid prevent any accelerated or additional tax under Section 409A, then the imposition Company will defer the commencement of a penalty tax on Executive such payments (without any reduction in amount ultimately paid or provided to the Executive) that are not paid within the short-term deferral rule under Section 409A of the Code, be delayed for six (6and any regulations thereunder) months after Executive’s “separation from service” 24005515808-v5 - 12 - 80-40750027 or within the meaning "involuntary separation" exemption of Treasury Regulation § 1.409A-1(b)(9)(iii). Such deferral shall last 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 409A). Any amounts the payment of the Code, and the accumulated amounts which are so deferred shall be paid in a lump sum payment within ten (10) calendar 10 days after the end of the six (6)-month such deferral period. If the Executive dies during the six (6)-month postponement deferral period prior to the payment of benefitsany deferred amount, then the amounts the payment of which is unpaid deferred on account of Section 409A of the Code amount shall be paid to the personal representative of the Executive’s 's estate within sixty (60) calendar 60 days after the date of the Executive’s 's death. (b) . For purposes of Section 409A of the Code409A, the Executive's right to a series of receive installment payments under pursuant to this Agreement including, without limitation, each COBRA (Consolidated Omnibus Budget Reconciliation Act) continuation reimbursement shall be treated as a right to receive a series of separate and distinct payments. In no event may Executive, directly The Executive will be deemed to have a date of termination for purposes of determining the timing of any payments or indirectly, designate benefits hereunder that are classified as deferred compensation only upon a "separation from service" within the calendar year meaning of a payment. All reimbursements and in kind benefits provided Section 409A. Any amount that the Executive is entitled to be reimbursed under this Agreement shall will be made or provided in accordance with reimbursed to the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, Executive as promptly as practical and in any other calendar year, (iii) the reimbursement of an eligible expense will be made no event not later than the last calendar day of the calendar year following after the calendar year in which the expense is expenses are incurred, and (iv) the any right to reimbursement or in kind benefits is will not be subject to liquidation or exchange for another benefit, and the amount of the expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "payment shall be made within 30 days following the date of termination"), the actual date of payment within the specified period shall be within the sole discretion of the Company. The parties agree to consider any amendments or modifications to this Agreement or any other compensation arrangement between the parties, as reasonably requested by the other party, that is necessary to cause such agreement or arrangement to comply with Section 409A (or an exception thereto), provided that such proposed amendment or modification does not change the economics of the agreement or arrangement and does not provide for any additional cost to either party. Notwithstanding the foregoing, the parties will not be obligated to make any amendment or modification and the Company makes no representation or warranty with respect to compliance with Section 409A and shall have no liability to the Executive or any other person if any provision of this Agreement or such other arrangement are determined to constitute deferred compensation subject to Section 409A that does not satisfy an exemption from, or the conditions of, such Section.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event All in-kind benefits provided and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify expenses eligible for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments reimbursement under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly provided by the Company or indirectly, designate incurred by the calendar year of a paymentExecutive during the time periods set forth in this Agreement. All reimbursements and in kind benefits provided under this Agreement shall be made or provided paid as soon as administratively practicable, but in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) no event shall any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than paid after the last calendar day of the calendar taxable year following the taxable year in which the expense is was incurred, and (iv) . The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5 are deemed to constitute non-qualified deferred compensation benefits subject to S▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code (the “Code”), the following interpretations apply to Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. § 1.409A-l(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A- 1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b) or (c) 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 under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 7(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Because the Executive 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 Section 5(b) or (c) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’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-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5 of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. In particular, the installment severance payments set forth in Section 6(b)(ii) of this Agreement shall be divided into two portions. That number of installments commencing on the first payment date set forth in Section 6 of this Agreement that are in the aggregate less than two times the applicable compensation limit under Section 401(a)(17) of the Code for the year in which the Termination Date occurs (provided the termination of the Executive’s employment is also a separation from service) shall be payable in accordance with Treas. Reg. § 1.409A-l(b)(9)(iii) as an involuntary separation plan. The remainder of the installments shall be paid in accordance with Sections 7(b)(i) and (ii) above.

Section 409A Compliance. (a) This Agreement The parties intend for the Applicable Agreements to be exempt from the application of the Section 409A Provisions. To the extent that any payment under the Applicable Agreements is intended a Covered Payment, the provisions of this Section 6.5 shall apply to the Applicable Agreements and the Covered Payments notwithstanding any other provision contained in the Applicable Agreements. It is the intent of the parties that the terms and conditions of the Applicable Agreements and the making of any payment thereunder shall not result in a plan failure subject to Code Section 409A(a)(1). The Applicable Agreements shall be interpreted in a manner to prevent the occurrence of a plan failure subject to Code Section 409A(a)(1) and to comply with the Section 409A Provisions. Notwithstanding any other provision of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement Applicable Agreements to the contrary, if Executive is considered a “specified employee” the Company or Service Provider determines that any payment or benefit to Service Provider under the Applicable Agreements may be subject to Code Section 409A(a)(1), Company and Service Provider, at the request of either but with the written consent of the other, which consent shall not be unreasonably withheld, shall adopt such amendments to the Applicable Agreements or adopt other policies and procedures (as defined in including amendments, policies and procedures with retroactive effect) or take any other actions necessary or appropriate to cause the compensation and benefits payable under the Applicable Agreements to comply with the Section 409A of the CodeProvisions, to be not subject to Code Section 409A(a)(1), any amounts paid or provided under this Agreement shall, and to preserve the extent necessary in order to avoid the imposition intended tax treatment of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, such payments and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after benefits under the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s deathApplicable Agreements. (b) For purposes of Section 409A If a Covered Payment is payable upon a separation from service of the CodeService Provider, the right term separation from service shall have the meaning set forth in Reg. Section 1.409A-1(h). If Service Provider is a specified employee, as defined in Reg. Section 409A-1(i), the Covered Payments payable upon a separation of service shall not be paid before the date that is six months after the separation from service or, if earlier, the date of death of Service Provider. Any Covered Payment which is delayed pursuant to a series of installment payments under this Agreement the preceding sentence shall be treated as a right paid on the first business day of the seventh month following the separation from service of Service Provider. (c) To the extent necessary to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance ensure satisfaction with the requirements of Section 409A 409A(b)(3) of the Code, includingassets shall not be set aside, where applicablereserved in a trust or other arrangement, or otherwise restricted for purposes of the payment of amounts payable under this Agreement. (d) If a Covered Payment is payable at a specified time or on a fixed schedule which does not comply with the requirements of Reg. Section 1.409A-3(i)(1), the requirement that Applicable Agreements shall be modified to the extent necessary to comply with the requirements of Reg. Section 1.409A-3(i)(1). (ie) No acceleration of the time or schedule of any reimbursement is Covered Payment shall be made. No Covered Payment may be alienated, sold or used to secure a loan. The prohibition set forth in this Section 6.5 shall not apply to any Covered Payment to the extent such Covered Payment qualifies for expenses incurred during an exception pursuant to Reg. Section 1-409A- 3(j)(4). (f) If any Applicable Agreement or policy of Company provides for separation pay, including the period payments provided by Section 6 of time specified in this Agreement, (iithe terms and conditions under which such separation pay is payable to Service Provider shall be modified if necessary, but only to the extent necessary, to satisfy the requirements of Reg. Section 1.409A-1(b)(9) to qualify the amount of expenses eligible separation pay for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefitexception from characterization as deferred income.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event All in-kind benefits provided and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify expenses eligible for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments reimbursement under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly provided by the Company or indirectly, designate incurred by the calendar year of a paymentExecutive during the time periods set forth in this Agreement. All reimbursements and in kind benefits provided under this Agreement shall be made or provided paid as soon as administratively practicable, but in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) no event shall any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than paid after the last calendar day of the calendar taxable year following the taxable year in which the expense is was incurred, and (iv) . The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute non-qualified deferred compensation benefits subject to Section 409A of the Code, the following interpretations apply to Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) 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 that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) 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 under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If the Executive 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 Section 5(b), (c) or (d) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’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-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) or (d) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (a) This The intent of the parties is that payments and benefits under this Agreement is intended to comply with with, or be exempt from, the requirements of Section 409A of the Internal Revenue Code or an exemption theretoof 1986, as amended (the “Code”), and the published guidance thereunder (“Section 409A”) and, accordingly, to the maximum extent necessary in order to avoid permitted, this Agreement shall be interpreted and construed consistent with such intent. The Company makes no representations that the imposition of a payments and benefits provided under this Agreement comply with, or are exempt from, Code Section 409A. In no event whatsoever shall the Company its directors, officers, employees or agents be liable for any additional tax, interest or penalty tax that may be imposed on the Executive under by Code Section 409A or damages for failing to comply with Code Section 409A. Any payment or installment made under this Agreement and any amount that is paid as a short-term deferral, within the meaning of the CodeTreasury Regulation Section 1.409A-1(b)(4), will each be treated as separate and distinct payments may only for purposes of Section 409A. Any payments to be made under this Agreement upon an event and in a manner permitted by that are considered non-exempt “deferred compensation” under Code Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not shall only be provided unless such termination constitutes made upon a “separation from service” under Section 409A. For purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” In the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, as applicable and terms used in this Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the meaning of Section 409A specified period shall be within the sole discretion of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exceptionCompany. Notwithstanding anything in this Agreement to the contrary, if Executive any payment or benefit that constitutes non-exempt “deferred compensation” under Code Section 409A would otherwise be provided under this Agreement due to the Executive’s separation from service during a period in which he is considered a “specified employee” (as defined in Code Section 409A of and the Codeassociated final regulations), any amounts paid or provided under this Agreement shallthen, to the extent necessary in order required by Code Section 409A, such payments or benefits will be delayed, to avoid the imposition of a penalty tax on Executive under Section 409A of the Codeextent applicable, be delayed for until six (6) months after the Executive’s “separation from service” within service or, if earlier, the meaning of Section Executive’s death (the “409A of Deferral Period”). If such payments are otherwise due to be made in installments during the Code409A Deferral Period, the payments that would otherwise have been made in the 409A Deferral Period will be accumulated and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after during the end seventh month following the Executive’s separation from service, and the balance of the six (6)-month periodpayments will be made as otherwise scheduled. If Executive dies In the event benefits are required to be deferred, any such benefit may be provided during the six 409A Deferral Period at the Executive’s expense, with the Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits will be provided as otherwise scheduled. With respect to any reimbursement or in-kind benefit provided to the Executive pursuant to this Agreement that constitutes deferred compensation for purposes of Code Section 409A, the following conditions shall be applicable (6)-month postponement period except as otherwise permitted by Code Section 409A): (i) all expenses or other reimbursements hereunder shall be made on or prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A last day of the Code shall be paid to taxable year following the personal representative of taxable year in which such expenses were incurred by the Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

Section 409A Compliance. Employee is solely responsible and liable for the satisfaction of any federal, state, province or local taxes that may arise with respect to this Agreement (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive including any taxes arising under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, except to the extent necessary otherwise specifically provided in order a written agreement with the Company). Neither the Company nor any of its employees, officers, directors, or service providers shall have any obligation whatsoever to avoid the imposition of a penalty pay such taxes, to prevent Employee from incurring them, or to mitigate or protect Employee from any such tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exceptionliabilities. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided that become due under this Agreement shallon account of Employee’s termination of employment constitute “nonqualified deferred compensation” within the meaning of Code Section 409A, to the extent necessary in order to avoid the imposition payment of such amounts shall not commence until Employee incurs a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Treasury Regulation § 1.409A-1(h). If, at the time of Employee’s termination of employment under this Agreement, Employee is a “specified employee” (under Internal Revenue Code Section 409A), any payments that constitute “nonqualified deferred compensation” within the meaning of Code Section 409A on account of Employee’s “separation from service” (including any amounts payable pursuant to the preceding sentence) will not be paid until after the end of the Code, and sixth calendar month beginning after Employee’s separation from service (the accumulated amounts shall be paid in a lump sum within ten (10) “409A Suspension Period”). Within 14 calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits409A Suspension Period, the amounts the payment of which is deferred on account of Section 409A of the Code Employee shall be paid a lump sum payment in cash equal to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A any payments delayed because of the Codepreceding sentence, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance together with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is interest on them for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during delay at a calendar year may rate not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later less than the last calendar average prime interest rate published in the Wall Street Journal on any day of chosen by the calendar year following the year in which the expense is incurredCompany during that period. Thereafter, and (iv) the right to reimbursement or in kind Employee shall receive any remaining benefits is as if there had not subject to liquidation or exchange for another benefitbeen an earlier delay.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code and, for purposes of Section 409A of the Code, such a “separation from service” may occur prior to Executive’s Date of Termination. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A Compliance. (a) This Agreement To the extent applicable, it is intended to that this Agreement comply with Section 409A the provisions of the Code (or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under from) Section 409A of the Code, payments may only be made under and this Agreement upon an event shall be construed and applied in a manner permitted by consistent with this intent. If the consideration and 24005491262-v10 - 11 - 80-40750027 revocation period set forth in Section 409A of 5.2(d) hereof spans two taxable years, payments will be made in the Code. second taxable year. (b) Any payments payment or benefits that are provided benefit due upon a termination of employment shall, to the extent necessary in order to avoid the imposition that represents a "deferral of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” compensation" within the meaning of Section 409A shall commence to be paid or provided to the Executive 30 days following a "separation from service" as defined in Treas. Reg. Section 1.409A-1(h), unless earlier commencement is otherwise permitted by Section 409A, provided that the Executive executes within 21 days following "separation from service" a general release of claims in a form and substance satisfactory to the CodeCompany and its legal counsel. Any payments that qualify Each payment made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a "deferral of compensation" subject to Section 409A to the “short extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4) ("short-term deferral” exception or another deferrals") and (b)(9) ("separation pay plans," including the exception under Section 409A subparagraph (iii)) and other applicable provisions of the Code shall be paid under the applicable exception. Treasury Regulation Sections 1.409A-1 through A-6. (c) Notwithstanding anything in this Agreement to the contrary, the following special rule shall apply, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, and to the extent necessary required by Section 409A, in order the event that (i) the Executive is deemed to avoid the imposition of be a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” "specified employee" within the meaning of Section 409A 409A(a)(2)(B)(i), (ii) amounts or benefits under this Agreement or any other program, plan or arrangement of the CodeCompany or a controlled group affiliate thereof are due or payable on account of "separation from service" within the meaning of Treasury Regulations Section 1.409A-1(h), and (iii) the accumulated amounts Executive is employed by a public company or a controlled group affiliate thereof: no payments hereunder that are "deferred compensation" subject to Section 409A shall be made to the Executive prior to the date that is six months after the date of separation from service or, if earlier, the date of death; following any applicable six month delay, all such delayed payments will be paid in a single lump sum within ten (10) calendar days after on the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the earliest permissible payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s deathdate. (bd) For purposes of Section 409A of Notwithstanding anything to the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified contrary in this Agreement, any payment or benefit under this Agreement or otherwise that is exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v)(A) or (iiC) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to the amount of Executive only to the extent that the expenses eligible for reimbursementare not incurred, or in kind the benefits are not provided, during a beyond the last day of the second calendar year may not affect following the calendar year in which the Executive's "separation from service" occurs; and provided further that such expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made are reimbursed no later than the last day of the third calendar year following the calendar year in which the Executive's "separation from service" occurs. To the extent any indemnification payment, expense reimbursement or the provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such indemnification payment or expenses eligible for reimbursement or the provision of any in-kind benefit in one calendar year shall not affect the indemnification payment or provision of in-kind benefits or expenses eligible for reimbursement in any other calendar year (except for any lifetime or other aggregate limitation applicable to medical expenses), and in no event shall any indemnification payment or expenses be reimbursed after the last day of the calendar year following the calendar year in which the expense is incurredExecutive incurred such indemnification payment or expenses, and (iv) the in no event shall any right to indemnification payment or reimbursement or in the provision of any in-kind benefits is not benefit be subject to liquidation or exchange for another benefit.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event All in-kind benefits provided and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify expenses eligible for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments reimbursement under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly provided by the Company or indirectly, designate incurred by the calendar year of a paymentExecutive during the time periods set forth in this Agreement. All reimbursements and in kind benefits provided under this Agreement shall be made or provided paid as soon as administratively practicable, but in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) no event shall any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than paid after the last calendar day of the calendar taxable year following the taxable year in which the expense is was incurred, and (iv) . The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b) are deemed to constitute non-qualified deferred compensation benefits subject to S▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code (the “Code”), the following interpretations apply to Section 5: Any termination of the Executive’s employment triggering payment of benefits under Section 5(b) 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 that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5 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 under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 7(b) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. Further, if the Executive 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 Section 5 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-month anniversary of the date his separation from service becomes effective; and (ii) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (i) the business day following the six-month anniversary of the date his separation from service becomes effective; and (ii) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b) of this Agreement. It is intended that each installment of the payments and benefits provided under Section 5(b) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. The parties intend for this Agreement either to satisfy the requirements of Section 409A or to be exempt from the application of Section 409A, and this Agreement shall be construed and interpreted accordingly. If this Agreement either fails to satisfy the requirements of Section 409A or is not exempt from the application of Section 409A, then the parties hereby agree to amend or to clarify this Agreement in a timely manner so that this Agreement either satisfies the requirements of Section 409A or is exempt from the application of Section 409A. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything any provision in this Agreement to the contrary, if in the event that Executive is considered a “specified employee” (as defined in Section 409A of the Code409A), any Severance Payment, severance benefits or other amounts paid or provided payable under this Agreement shall, that would be subject to the extent necessary in order special rule regarding payments to avoid the imposition of a penalty tax on Executive “specified employees” under Section 409A of the Code, be delayed for six (6409A(a)(2)(B) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code (together, “Specified Employee Payments”) shall not be paid to before the personal representative expiration of a period of six months following the date of Executive’s estate within sixty termination of employment (60) calendar days after or before the date of Executive’s death, if earlier). The Specified Employee Payments to which Executive would otherwise have been entitled during the six-month period following the date of Executive’s termination of employment shall be accumulated and paid as soon as administratively practicable following the first date of the seventh month following the date of Executive’s termination of 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 adjusted on the effective date of each change in such rate) plus 300 basis points. (b) For purposes To the extent necessary to ensure satisfaction the requirements of 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 right to a series payment of installment payments amounts payable under this Agreement shall be treated as a right to a series Agreement. (c) The Company hereby informs Executive that the federal, state, local, and/or foreign tax consequences (including without limitation those tax consequences implicated by Section 409A) of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, are complex and (iv) the right to reimbursement or in kind benefits is not subject to liquidation change. Executive acknowledges and understands that Executive should consult with his or exchange her own personal tax or financial advisor in connection with this Agreement and its tax consequences. Executive understands and agrees that the Company has no obligation and no responsibility to provide Executive with any tax or other legal advice in connection with this Agreement and its tax consequences. Executive agrees that Executive shall bear sole and exclusive responsibility for another benefitany and all adverse federal, state, local, and/or foreign tax consequences (including without limitation any and all tax liability under Section 409A) of this Agreement to which he may be subject under applicable law. The Company shall bear sole and exclusive responsibility for any and all adverse federal, state, local, and/or foreign tax consequences (including without limitation any and all tax liability under Section 409A) of this Agreement to which it may be subject under applicable law.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made All in-kind benefits provided and expenses eligible for reimbursement under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not will be provided unless such termination constitutes a “separation from service” within by the meaning of Section 409A of Company or incurred by Executive during the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything time periods set forth in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a paymentAgreement. All reimbursements and will be paid as soon as administratively practicable, but in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) no event will any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than paid after the last calendar day of the calendar taxable year following the taxable year in which the expense is was incurred, and (iv) . The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year will not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(c) or (d) are deemed to constitute non-qualified deferred compensation benefits subject to Sect▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ernal Revenue Code (the “Code”), the following interpretations apply to Section 5: (i) Any termination of Executive’s employment triggering payment of benefits under Section 5(c) or (d) 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 that the termination of Executive’s employment does not constitute a separation of service, any benefits payable under Section 5(c) or (d) that constitute deferred compensation under Section 409A of the Code will be delayed until after the date of a subsequent event constituting a separation of service. (ii) If Executive 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 Section 5(c) or (d) that constitute non-qualified deferred compensation under Section 409A of the Code will be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of Executive’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-month anniversary of the date his separation from service becomes effective, and (B) Executive’s death, the Company will pay Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid Executive prior to that date under Section 5(c) or (d) of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(c) and (d) of this Agreement will be treated as a separate “payment” for purposes of Section 409A of the Code. (iv) Neither the Company nor Executive will have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. The intent of the Company is that payments and benefits under this Agreement which are considered “deferred compensation” subject to Code Section 409A and the regulations and the guidance promulgated thereunder (collectively “Code Section 409A”) comply with Code Section 409A and be made and provided in compliance therewith. Accordingly: (a) This Agreement is For purposes of the Agreement, the terms “terminate,” “termination,” “termination of employment,” and variations thereof, are intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon mean a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination that constitutes a “separation from service” within under Code Section 409A. (b) If on the meaning date of Section 409A of the Code. Any payments that qualify for the “short term deferralseparation from service” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered deemed to be a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of that term under Code Section 409A 409A(a)(2)(B), then with regard to any payment or the provision of the Codeany benefit payable or provided because of such separation from service that constitutes “deferred compensation” subject to Code Section 409A, and the accumulated amounts such payment or benefit shall be paid in a lump sum within ten made or provided at the date which is the earlier of (10A) calendar days after the end expiration of the six (6)-month periodperiod measured from the date of such “separation from service,” and (B) the date of such individual’s death (the “Delay Period”). If Executive dies during Upon the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A expiration of the Code Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the personal representative of Executive’s estate within sixty (60) calendar days after Executive in a lump sum, and any remaining payments and benefits due shall be paid or provided in accordance with the date of Executive’s deathnormal payment dates specified for them herein. (bc) For purposes of Section 409A of Notwithstanding anything to the Codecontrary in this Agreement, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All all reimbursements and in in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (iA) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement, ); (iiB) the amount of expenses eligible for reimbursement, or in in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in in-kind benefits to be provided, in any other calendar year, ; (iiiC) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, ; and (ivD) the right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit. (d) The Agreement may be amended in any respect deemed by the President or the Board or the Compensation Committee to be necessary in order to preserve compliance with Code Section 409A.

Section 409A Compliance. Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made on or before the fifteenth (a15th) This Agreement day of the third (3rd) month after the later of the end of the calendar year or the end of Company’s fiscal year in which Executive’s right to such payment vests (i.e., is intended not subject to comply with a “substantial risk of forfeiture” for purposes of Code Section 409A of the Code or an exemption theretoand the regulations thereunder (“Section 409A”)). To the extent that any severance payments come within the definition of “involuntary severance” under Section 409A, and, such amounts up to the extent necessary in order to avoid lesser of two times Executive’s annual compensation for the imposition year preceding the year of a penalty tax on Executive termination as determined under Section 409A or two times the limit under Code Section 401(a)(17) for the year of termination, shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A compliance requirements in the following paragraph. All payments of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from servicenonqualified deferred compensation” (within the meaning of Section 409A 409A) by Company to Executive are intended to comply with the requirements of the CodeSection 409A, and shall be interpreted consistent therewith. Any payments that qualify for the “short term deferral” exception Neither party individually or another exception under in combination may accelerate any such deferred payment, except in compliance with Section 409A of the Code 409A, and no amount shall be paid under the applicable exception. Notwithstanding anything in this Agreement prior to the contrary, if earliest date on which it is permitted to be paid under Section 409A. In the event that Executive is considered determined to be a “specified key employee” (as defined in Code Section 409A 416(i) (without regard to paragraph (5) thereof)) of Company at a time when its stock is deemed to be publicly traded on an established securities market for purposes of Section 409A, payments determined to be “nonqualified deferred compensation” payable following termination of employment shall be made no earlier than the earlier of (i) the last day of the Code)sixth (6th) complete calendar month following such termination of employment, any amounts or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid or provided under this Agreement shall, to out in a single lump sum at the extent necessary end of such required delay period in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior catch up to the original payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid schedule. Notwithstanding anything herein to the personal representative of Executive’s estate within sixty (60) calendar days after contrary, no amendment may be made to this Agreement if it would cause the date of Executive’s death. (b) For purposes of Agreement or any payment hereunder not to be in compliance with Section 409A of 409A. It is the Codeintent that the parties that the Agreement be interpreted to comply in all respects with Code Section 409A, however, Company shall have no liability or further obligation to Executive in the right event taxes or excise taxes may ultimately be determined to a series of installment payments be applicable to any payment under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefitagreement.

Section 409A Compliance. The following rules shall apply, to the extent necessary, with respect to distribution of the payments and benefits, if any, to be provided to the Employee under this Agreement. Subject to the provisions in this Paragraph 16, the severance payments pursuant to this Agreement shall begin only upon the date of the Employee's "separation from service" (adetermined as set forth below) which occurs on or after the date of the Employee's termination of employment. a. This Agreement is intended to comply with Section 409A of the Internal Revenue Code or an exemption theretoof 1986, and, as amended (to the extent applicable) ("Section 409A") and the parties hereto agree to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply therewith and without resulting in order to avoid any increase in the imposition of a penalty tax on Executive under Section 409A amounts owed hereunder by the Company. b. It is intended that each installment of the Code, severance payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a separate "payment" for purposes of Section 409A. Neither the Employee nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. c. If, as of the date of the Employee's "separation from service" from the Company, the Employee is not a series "specified employee" (within the meaning of separate paymentsSection 409A), then each installment of the severance payments and benefits shall be made on the dates and terms set forth in this Agreement, without regard to Paragraph 16(d). d. If, as of the date of the Employee's "separation from service" from the Company, the Employee is a "specified employee" (within the meaning of Section 409A), then: i. Each installment of the severance payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-l(b)(4) (or any successor provision) to the maximum extent permissible under Section 409A; and ii. In Each installment of the severance payments and benefits due under this Agreement that is hot described in Paragraph 16(d)(i) above and that would, absent this subsection, be paid within the six-month period following the Employee's "separation from service" from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Employee's death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Employee's separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-l(b)(9)(iii) (or any successor provision) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-l(b)(9)(iii) (or any successor provision) must be paid no event may Executivelater than the last day of the second taxable year following the taxable year in which the separation from service occurs. e. The determination of whether and when the Employee's separation from service from the Company has occurred shall be made in a manner consistent with, directly and based on the presumptions set forth in, Treasury Regulation Section 1.409A-l(h) (or indirectlyany successor provision). Solely for purposes of this Section, designate "Company" shall include all persons with whom the calendar year of Company would be considered a payment. single employer as determined under Treasury Regulation Section 1.409A-l(h)(3) (or any successor provision). f. All reimbursements and in in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of to the Codeextent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirement requirements that (i) any reimbursement is for expenses incurred during the Employee's lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, reimbursement during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than on or before the last calendar day of the calendar year following the year in which the expense is incurred, incurred and (iv) the right to reimbursement or in kind benefits is not subject to set off or liquidation or exchange for another any other benefit. g. Notwithstanding anything herein to the contrary, the Company shall have no liability to the Employee or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event All in-kind benefits provided and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify expenses eligible for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments reimbursement under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly provided by the Company or indirectly, designate incurred by the calendar year of a paymentExecutive during the time periods set forth in this Agreement. All reimbursements and in kind benefits provided under this Agreement shall be made or provided paid as soon as administratively practicable, but in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) no event shall any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than paid after the last calendar day of the calendar taxable year following the taxable year in which the expense is was incurred, and (iv) . The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5 are deemed to constitute non-qualified deferred compensation benefits subject to ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code (the “Code”), the following interpretations apply to Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. § 1.409A-l(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A- 1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b) 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 under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 7(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If Executive 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 Section 5(b)(iii) or 5(c)(iii) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’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-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5 of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. In particular, the installment severance payments set forth in Section 7(b)(ii) of this Agreement shall be divided into two portions. That number of installments commencing on the first payment date set forth in Section 7 of this Agreement that are in the aggregate less than two times the applicable compensation limit under Section 401(a)(17) of the Code for the year in which the Termination Date occurs (provided the termination of the Executive’s employment is also a separation from service) shall be payable in accordance with Treas. Reg. § 1.409A-l(b)(9)(iii) as an involuntary separation plan. The remainder of the installments shall be paid in accordance with Sections 7(b)(i) and (ii) above.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. In the event that the Parties determine in good faith that this Agreement is not in compliance with Section 409A of the Code, they shall use reasonable efforts to modify or amend this Agreement to comply while endeavoring to maintain its intended economic benefits. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event All in-kind benefits provided and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify expenses eligible for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments reimbursement under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly provided by the Company or indirectly, designate incurred by the calendar year of a paymentExecutive during the time periods set forth in this Agreement. All reimbursements and in kind benefits provided under this Agreement shall be made or provided paid as soon as administratively practicable, but in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) no event shall any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than paid after the last calendar day of the calendar taxable year following the taxable year in which the expense is was incurred, and (iv) . The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5 are deemed to constitute non-qualified deferred compensation benefits subject to ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code (the “Code”), the following interpretations apply to Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. § 1.409A-l(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A- 1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b) 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 under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 7(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Because the Executive 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 Section 5(b)(iii) or 5(c)(iii) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date her separation from service becomes effective, and (B) the date of the Executive’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-month anniversary of the date her separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5 of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. In particular, the installment severance payments set forth in Section 7(b)(ii) of this Agreement shall be divided into two portions. That number of installments commencing on the first payment date set forth in Section 7 of this Agreement that are in the aggregate less than two times the applicable compensation limit under Section 401(a)(17) of the Code for the year in which the Termination Date occurs (provided the termination of the Executive’s employment is also a separation from service) shall be payable in accordance with Treas. Reg. § 1.409A-l(b)(9)(iii) as an involuntary separation plan. The remainder of the installments shall be paid in accordance with Sections 7(b)(i) and (ii) above.

Section 409A Compliance. (a) This Agreement It is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after ExecutiveCompany’s “separation from service” within the meaning of Section 409A of the Codeintent, and you agree, that the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefitsCommon Stock, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Codecash, the right to a series of installment payments and any related benefits awarded under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with exempt from the requirements of Section 409A of the CodeCode and its implementing regulations (“Section 409A”), includingand the Agreement shall be interpreted and administered in a manner consistent with this intention. In the event that the Company or you reasonably determine that the Common Stock, where applicablecash, and/or any related benefits under this Agreement may be subject to Section 409A, you and the requirement that Company shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effective to the extent allowed under applicable laws), or take any other commercially reasonable actions necessary or appropriate to cause the Common Stock, cash, and any related benefits awarded under this Agreement to (i) any reimbursement is for expenses incurred during the period of time specified in this Agreementbe exempt from Section 409A, or (ii) otherwise comply with the amount requirements of expenses eligible Section 409A. Notwithstanding anything to the contrary contained herein, a termination of your employment shall not be deemed to have occurred for reimbursementpurposes of making any payments under this Agreement related to the Award unless such termination gives rise to a “"Separation from Service"” (within the meaning of Section 409A, or a “Separation from Service”), and references to “termination of employment” shall mean Separation from Service. HOU:0015379/00063:▇▇▇▇▇▇▇▇▇ Performance Period: January 1, 2021 to December 31, 2023 Performance Criteria: The Award is divided into two independent pieces: one in kind benefits providedwhich any payment is determined based on relative performance using Total Shareholder Return (“TSR”) (the “TSR Based Award”) and one in which any payment is determined based on performance against the Company’s returns on capital metric, during a calendar year may not affect NOV Value Added (“NVA”) (the expenses eligible for reimbursement“NVA Based Award”). Subject to the Absolute TSR Collar, or in kind benefits to be provided, in any other calendar year, (iii) no portion of the reimbursement of an eligible expense TSR Based Award will be made no later than earned if the last calendar day Company’s performance during the Performance Period is below the threshold level of the calendar year following Performance Criteria for the year in which TSR Based Award as described below. No portion of the expense NVA Based Award will be earned if the Company’s performance during the Performance Period is incurredbelow the threshold level of the Performance Criteria for the NVA Based Award as described below. The Company’s performance with respect to the TSR Based Award will not impact any payment earned with respect to the NVA Based Award, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefitvice versa.

Section 409A Compliance. (a) This Agreement Notwithstanding anything to the contrary in this Agreement, if an amount hereunder is intended to comply with subject to, and not exempt from, Section 409A of the Internal Revenue Code or an exemption theretoof 1986, andas amended (“Section 409A”), to and the extent necessary in order to avoid Executive is a Specified Employee on the imposition date of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “Executive’s separation from service” within , the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement Executive will not receive a payment due to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within service before the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the date that is six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days months after the date of Executive’s deathseparation from service, or, if earlier, the Executive’s death after separation from service. In the event a payment must be deferred, the first payment will include an amount equal to the sum of the payments that would have been paid to the Executive but for the payment deferral mandated pursuant to Section 409A(a)(2)(B)(i) of the Code on the first day of the month following the mandated deferral period. In no event will the mandatory deferral period extend beyond a death after separation from service. (b) For purposes Any reimbursement of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly expenses or indirectly, designate the calendar year of a payment. All reimbursements and in in-kind benefits provided under this Agreement subject to, and not exempt from, Section 409A shall be made or provided in accordance with subject to the requirements of Section 409A of the Code, including, where applicable, the requirement that following additional rules: (i) any reimbursement is for of eligible expenses shall be paid as they are incurred during (but not prior to the end of the six-month delay period set forth above, if applicable) and shall always be paid on or before the last day of time specified the Executive’s taxable year following the taxable year in this Agreement, which the expenses were incurred; provided that the Executive first provides documentation of such expenses in reasonable detail not later than sixty (60) days following the end of the calendar year in which the eligible expenses were incurred; (ii) the amount of expenses eligible for reimbursement, or in in-kind benefits provided, during a any calendar year may shall not affect the amount of expenses eligible for reimbursement, or in in-kind benefits to be provided, in during any other calendar year, ; and (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in in-kind benefits is shall not be subject to liquidation or exchange for another benefit. (c) It is intended that all payments under this Agreement be exempt from or comply with Section 409A so as not to subject the Executive to payment of interest or any additional tax under Section 409A. All terms of this Agreement that are undefined or ambiguous must be interpreted in a manner that is consistent with Section 409A if necessary to comply with Section 409A. This Agreement will be construed and administered to preserve the exemption from Section 409A of payments that qualify as short-term deferrals pursuant to Treas. Reg. §1.409A-1(b)(4) or that qualify for the two-times compensation separation pay exemption of Treas. Reg. §1.409A-1(b)(9)(iii). In furtherance thereof, if payment or provision of any amount or benefit hereunder that is subject to Section 409A at the time specified herein would subject such amount or benefit to any additional tax under Section 409A, the payment or provision of such amount or benefit will be postponed to the earliest commencement date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. In addition, to the extent that any regulations or other guidance issued under Section 409A (after application of the previous provisions of this Section 15) would result in the Executive’s being subject to the payment of interest or any additional tax under Section 409A of the Code, the parties agree, to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of any such interest or additional tax under Section 409A, which amendment shall have the minimum economic effect necessary and be reasonably determined in good faith by the Corporation and the Executive. Executive acknowledges and agrees that the Corporation has made no representation to Executive as to the tax treatment of the compensation and benefits provided pursuant to this Agreement and that Executive is solely responsible for all taxes due with respect to such compensation and benefits.

Section 409A Compliance. (a) Any payments conditioned upon a termination of the Executive’s employment will be deemed to be conditioned upon the Executive’s separation from service within the meaning of Treasury Regulation Section 1.409A-1(h) and will be construed and interpreted accordingly. If the Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Executive’s separation from service, then the Executive shall not be entitled to any severance payments or other benefits pursuant to this Agreement until the earlier of (i) the date which is six months after the date of the Executive’s separation from service, or (ii) the date of the Executive’s death. This Agreement is intended paragraph shall only apply if, and to the extent required in order to comply with Section 409A of the Internal Revenue Code or an exemption theretoof 1986, andas amended (the “Code”), and Treasury Regulation Section 1.409A-3(i)(2). Any amounts otherwise payable to the extent necessary Executive upon or in order to avoid the imposition of a penalty tax on Executive under Section 409A of six-month period following the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits Executive’s separation from service that are provided upon a termination not so paid by reason of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code paragraph shall be paid to the personal representative of Executive (or the Executive’s estate estate, as the case may be) as soon as practicable (and in all events within sixty twenty days) after the expiration of such six-month period or (60) calendar days after if applicable, the date of the Executive’s death). (b) For purposes Any taxable reimbursement of Section 409A of expenses payable to the Code, the right to a series of installment payments under this Agreement Executive shall be treated as a right paid to a series of separate payments. In no event may Executive, directly the Executive on or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than before the last calendar day of the calendar Executive’s taxable year following the taxable year in which the related expense is was incurred, . Expense reimbursements and (iv) the right to reimbursement or in in-kind benefits is provided to the Executive shall not be subject to liquidation or exchange for another benefitbenefit and the amount of such reimbursements or in-kind benefits that the Executive receives in one taxable year shall not affect the amount of such reimbursements or benefits that the Executive may receive in any other taxable year. (c) It is intended that any amounts payable under this Agreement and the Company’s and the Executive’s exercise of any authority or discretion hereunder shall comply with, and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. Should the Company pay the Executive contrary to clause (i) or (ii) of Section 21(a) above, the Company shall indemnify the Executive for any taxes due thereon as a result.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on the Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on the Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short short-term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if the Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s 's “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If the Executive dies during the six (6)-month six-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of the Executive’s 's estate within sixty (60) 60 calendar days after the date of the Executive’s 's death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in in-kind benefits provided under this the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A Compliance. The following rules shall apply, to the extent necessary, with respect to distribution of the payments and benefits, if any, to be provided to the Employee under this Agreement. Subject to the provisions in this Paragraph 16, the severance payments pursuant to this Agreement shall begin only upon the date of the Employee’s “separation from service” (adetermined as set forth below) which occurs on or after the date of the Employee’s termination of employment. a. This Agreement is intended to comply with Section 409A of the Internal Revenue Code or an exemption theretoof 1986, and, as amended (to the extent applicable) (“Section 409A”) and the parties hereto agree to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply therewith and without resulting in order to avoid any increase in the imposition of a penalty tax on Executive under Section 409A amounts owed hereunder by the Company. b. It is intended that each installment of the Code, severance payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a separate “payment” for purposes of Section 409A. Neither the Employee nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. c. If, as of the date of the Employee’s “separation from service” from the Company, the Employee is not a series “specified employee” (within the meaning of separate paymentsSection 409A), then each installment of the severance payments and benefits shall be made on the dates and terms set forth in this Agreement, without regard to Paragraph 16(d). d. If, as of the date of the Employee’s “separation from service” from the Company, the Employee is a “specified employee” (within the meaning of Section 409A), then: i. Each installment of the severance payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) (or any successor provision) to the maximum extent permissible under Section 409A; and ii. In Each installment of the severance payments and benefits due under this Agreement that is not described in Paragraph 16(d)(i) above and that would, absent this subsection, be paid within the six-month period following the Employee’s “separation from service” from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Employee’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Employee’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (or any successor provision) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) (or any successor provision) must be paid no event may Executivelater than the last day of the second taxable year following the taxable year in which the separation from service occurs. e. The determination of whether and when the Employee’s separation from service from the Company has occurred shall be made in a manner consistent with, directly and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h) (or indirectlyany successor provision). Solely for purposes of this Section, designate “Company” shall include all persons with whom the calendar year of Company would be considered a payment. single employer as determined under Treasury Regulation Section 1.409A-1(h)(3) (or any successor provision). f. All reimbursements and in in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of to the Codeextent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirement requirements that (i) any reimbursement is for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, reimbursement during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than on or before the last calendar day of the calendar year following the year in which the expense is incurred, incurred and (iv) the right to reimbursement or in kind benefits is not subject to set off or liquidation or exchange for another any other benefit. g. Notwithstanding anything herein to the contrary, the Company shall have no liability to the Employee or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

Section 409A Compliance. (a) This Agreement is intended Subject to comply with this Section 409A of the Code or an exemption thereto17, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided under Sections 8 shall begin only upon a termination the date of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within of the meaning Executive (determined as set forth below) which occurs on or after the termination of the Executive’s employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Executive under Section 8, as applicable: (i) It is intended that each installment of the payments and benefits provided under Section 8 shall be treated as a separate “payment” for purposes of Section 409A of the CodeCode and the guidance issued thereunder (“Section 409A”). Any Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments that qualify for or benefits except to the extent specifically permitted or required by Section 409A. (ii) If, as of the date of the “short term deferralseparation from service” exception or another exception under Section 409A of Executive from the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contraryCompany, if Executive is considered not a “specified employee” (as defined within the meaning of Section 409A), then each installment of the payments and benefits shall be made on the dates and terms set forth in Section 409A 8. (iii) If, as of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A date of the Code, be delayed for six (6) months after Executive’s “separation from service” of Executive from the Company, Executive is a “specified employee” (within the meaning of Section 409A 409A), then: (1) Each installment of the Codepayments and benefits due under Section 8 that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the Short-Term Deferral Period (as hereinafter defined) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A. For purposes of this Agreement, the “Short-Term Deferral Period” means the period ending on the later of the 15th day of the third month following the end of the Executive’s tax year in which the separation from service occurs and the 15th day of the third month following the end of the Company’s tax year in which the separation from service occurs; and (2) Each installment of the payments and benefits due under Section 8 that is not described in Section 16(a)(iii)(1) and that would, absent this subsection, be paid within the six-month period following the “separation from service” of Executive from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, Executive’s death), with any such installments that are required to be delayed being accumulated amounts shall be during the six-month period and paid in a lump sum within ten (10) calendar days after on the end date that is six months and one day following Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the six application of Treasury Regulation 1.409A-1(b)(9)(iii) (6)-month periodrelating to separation pay upon an involuntary separation from service). If Executive dies during Any installments that qualify for the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of exception under Treasury Regulation Section 409A of the Code shall 1.409A-1(b)(9)(iii) must be paid to no later than the personal representative last day of Executive’s estate within sixty (60) calendar days after second taxable year following his taxable year in which the date of Executive’s deathseparation from service occurs. (b) For The determination of whether and when a separation from service of Executive from the Company has occurred shall be made and in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section 409A 17(b), “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. . (c) All reimbursements and in in-kind benefits provided under this the Agreement shall be made or provided in accordance with the requirements of Section 409A of to the Code, including, where applicable, the requirement extent that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, such reimbursements or in in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not are subject to liquidation or exchange for another benefit.Section 409A.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event All in-kind benefits provided and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify expenses eligible for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments reimbursement under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly provided by the Company or indirectly, designate incurred by the calendar year of a paymentExecutive during the time periods set forth in this Agreement. All reimbursements and in kind benefits provided under this Agreement shall be made or provided paid as soon as administratively practicable, but in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) no event shall any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than paid after the last calendar day of the calendar taxable year following the taxable year in which the expense is was incurred, and (iv) . The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b) are deemed to constitute non-qualified deferred compensation benefits subject to ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code (the “Code”), the following interpretations apply to Section 5: Any termination of the Executive’s employment triggering payment of benefits under Section 5(b) 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 that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5 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 under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 7(b) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. Further, if the Executive 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 Section 5 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-month anniversary of the date his separation from service becomes effective; and (ii) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (i) the business day following the six-month anniversary of the date his separation from service becomes effective; and (ii) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b) of this Agreement. It is intended that each installment of the payments and benefits provided under Section 5(b) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (a) This The parties agree that the intent of the parties is that the payments and benefits under this Agreement is intended to comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Section 409A”) to the extent applicable, and this Agreement shall be interpreted to comply with or an exemption theretobe exempt from Section 409A, andand all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) For the purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (c) Notwithstanding any provision of this Agreement to the contrary, if, at the time of the Executive’s termination of employment the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), as determined under the Company’s established methodology for determining specified employees, the Executive shall not be entitled to any payments or benefits the right to which provides for a “deferral of compensation” within the meaning of Section 409A, and whose payment or provision is triggered by the termination of the Executive’s employment (whether such payments or benefits are provided to the Executive under this Agreement or under any other plan, program or arrangement of the Company), until the date which is the first business day following the six-month anniversary of the Executive’s Date of Termination, at which time such delayed payments will be paid to the Executive in a lump sum; provided, however, that a payment delayed pursuant to this Section 10.13 shall commence earlier in the event of the Executive’s death prior to the six-month anniversary of his Date of Termination. If any payment subject to Section 409A is contingent on the delivery of a release by the Executive and could occur in either of two years, the payment will occur in the later year. (d) Notwithstanding any contrary provision in this Agreement, if any provision of this Agreement contravenes any regulations or guidance promulgated under Section 409A or would cause any person to be subject to additional taxes, interest and/or penalties under Section 409A, such provision may be modified by the Compensation Committee, following prior notice to and reasonable consultation with the Executive, in any manner the Compensation Committee deems in good faith reasonable or necessary. In making such modifications, the Compensation Committee shall attempt, but shall not be obligated, to maintain, to the maximum extent necessary in order to avoid practicable, the imposition of a penalty tax on Executive under Section 409A original intent of the Codeapplicable provision without contravening the provisions of Section 409A, payments may only be made and in doing so, shall not reduce the amount of any payment or benefit without the Executive’s prior consent. (e) If any payment or benefit owed to the Executive under this Agreement upon an event and in a manner permitted by is considered for purposes of Section 409A to be owed to the Executive by virtue of the Code. Any payments or benefits that are provided upon a his termination of employment shallemployment, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not such payment or benefit shall be provided unless paid if and only if such termination constitutes a “separation from service” with the Company, determined using the default provisions set forth in Treasury Regulation §1.409A-1(h) or any successor regulation thereto; provided, however for the purposes of determining which entity is a service recipient or employer, “at least 20 percent” is substituted for “at least 80 percent” in each place it appears in Treasury Regulation §1.414(c)‑2. (f) Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements (within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or 409A) provided under this Agreement shall, during any tax year and subject to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in will not affect in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits reimbursements to be provided, provided in any other calendar year, (iii) tax years and may not be liquidated or exchanged for any other benefit; and in no event will the Executive be entitled to any reimbursement of an eligible expense will be made no later than the last calendar day payments after December 31st of the calendar year following the calendar year in which the expense is was incurred. To the extent any tax gross-up payments (within the meaning of Section 409A) are made under this Agreement, and such tax gross-up payments, if any, shall be made in any event no later than the end of the calendar year immediately following the calendar year in which the Executive remits the related taxes. (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.Signature Page Follows)

Section 409A Compliance. (a) This Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits to be paid or provided to Employee, if any, under this Agreement is intended to comply that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or an exemption theretoprovided until Employee has a “separation from service” within the meaning of Section 409A. Similarly, andno severance payable to Employee, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Codeif any, payments may only be made under this Agreement upon an event and in a manner permitted by that otherwise would be exempt from Section 409A pursuant to Section 1.409A-1(b)(9) of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not Treasury Regulations will be provided unless such termination constitutes payable until Employee has a “separation from service” within the meaning of Section 409A and Section 1.409A-1(h) of the CodeTreasury Regulations. (b) It is intended that none of the severance payments or benefits under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in paragraph (d) below or resulting from an involuntary separation from service as described in paragraph (e) below. In no event will Employee have discretion to determine the taxable year of payment of any Deferred Payment or payment made upon a separation from service. Any severance payments that qualify for the “short term deferral” exception or another exception under benefits payable pursuant to this Agreement will be payable as provided in Section 409A of the Code shall be paid under the applicable exception. 9(d). (c) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, if Executive Employee is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A at the time of Employee’s separation from service (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Employee’s separation from service, will become payable on the date six (6) months and one (1) day following the date of Employee’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death following Employee’s separation from service, but before the six (6) month anniversary of the Codeseparation from service, and the accumulated amounts shall then any payments delayed in accordance with this paragraph will be paid payable in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days as soon as administratively practicable after the date of ExecutiveEmployee’s deathdeath and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b) of the Treasury Regulations. (bd) For purposes of Section 409A of the Code, the right to a series of installment payments Any amount paid under this Agreement shall be treated as a right to a series that satisfies the requirements of separate payments. In no event may Executive, directly or indirectly, designate the calendar year “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of a payment. All reimbursements and in kind benefits provided the Treasury Regulations will not constitute Deferred Payments for purposes of paragraph (a) above. (e) Any amount paid under this Agreement shall that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of paragraph (a) above. (f) The foregoing provisions are intended to comply with or be made or provided in accordance with exempt from the requirements of Section 409A so that none of the Codepayments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, includingand any ambiguities herein will be interpreted to so comply or be exempt. Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, where applicableappropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Employee under Section 409A. In no event will Company reimburse Employee for any taxes that may be imposed on Employee as a result of Section 409A. (g) For purposes of this Agreement, “Section 409A Limit” will mean the requirement that lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Company’s taxable year preceding Company’s taxable year of Employee’s termination of employment as determined under Section 1.409A-1(b)(9)(iii)(A)(1) of the Treasury Regulations and any reimbursement is for expenses incurred during the period of time specified in this Agreement, Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount of expenses eligible for reimbursement, or in kind benefits provided, during that may be taken into account under a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits qualified plan pursuant to be provided, in any other calendar year, (iiiSection 401(a)(17) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following Code for the year in which the expense Employee’s employment is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefitterminated.

Section 409A Compliance. (a) This The parties intend that any severance or other compensation payable to the Executive under this Agreement is intended to comply be paid or provided in compliance with Section 409A of the Code and all regulations, guidance, and other interpretative authority issued thereunder (“Section 409A”) such that there will be no adverse tax consequences, interest, or an exemption theretopenalties for the Executive under Section 409A as a result of the payments and benefits so paid or provided to him. The parties agree to modify this Agreement, andor the timing (but not the amount) of the payment of the severance or other compensation, or both, to the extent necessary to comply with Section 409A. In addition, notwithstanding anything to the contrary contained in order any other provision of this Agreement, the payments and benefits to avoid be provided to the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A shall be subject to the provisions set forth below. (a) The date of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a Executive’s “separation from service”, as defined in the regulations issued under Section 409A, shall be treated as the Executive’s Date of Termination for purpose of determining the time of payment of any amount that becomes payable to the Executive under this Agreement. (b) In the case of any amounts that are payable to the Executive under this Agreement, or under any other “nonqualified deferred compensation plan” (within the meaning of Section 409A) maintained by the Company or any of its affiliated companies, in the form in the form of “a series of installment payments”, as defined in Treas. Reg. §1.409A-2(b)(2)(iii), (A) the Executive’s right to receive such payments shall be treated as a right to receive a series of separate payments under Treas. Reg. §1.409A-2(b)(2)(iii), and (B) to the extent any such plan does not already so provide, it is hereby amended to so provide, with respect to amounts payable to the Executive thereunder. (c) If the Executive is a “specified employee” within the meaning of the Section 409A at the time of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code409A, and the accumulated amounts shall then any payment otherwise required to be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior made to the payment of benefits, the amounts the payment of which is deferred Executive under this Agreement on account of the Executive’s separation from service, to the extent such payment (after taking in to account all exclusions applicable to such payment under Section 409A 409A) is properly treated as deferred compensation subject to Section 409A, shall not be made until the first business day after (i) the expiration of six months from the date of the Code Executive’s separation from service, or (ii) if earlier, the date of the Executive’s death (the “Delayed Payment Date”). On the Delayed Payment Date, there shall be paid to the personal representative of Executive or, if the Executive has died, to the Executive’s estate within sixty (60) calendar days after estate, in a single cash lump sum, an amount equal to aggregate amount of the date of Executive’s deathpayments delayed pursuant to the preceding sentence, without interest. (bd) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursementreimbursement hereunder shall be paid to the Executive promptly, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, but in any other calendar year, (iii) the reimbursement of an eligible expense will be made event by no later than the last calendar day December 31 of the calendar year following the calendar year in which such expenses were incurred. The expenses incurred by the expense is incurred, and (iv) Executive in any calendar year that are eligible for reimbursement under this Agreement shall not affect the expenses incurred by the Executive in any other calendar year that are eligible for reimbursement hereunder. The Executive’s right to receive any reimbursement or in kind benefits is hereunder shall not be subject to liquidation or exchange for another any other benefit. (e) If, as of the date on which, or by which, any payment required to be made to the Executive (or his estate) under this Agreement, calculation of the amount of such payment is not administratively practicable due to events beyond the control of the Executive (or his estate) then such payment shall be made to the Executive (or his estate) within ten (10) business days after, but in any event by no later than December 31 next following, the date on which calculation of the amount of such payment first becomes administratively practicable.

Section 409A Compliance. The following rules shall apply, to the extent necessary, with respect to distribution of the payments and benefits, if any, to be provided to the Executive under this Agreement. Subject to the provisions in this Section, the severance payments pursuant to this Agreement shall begin only upon the date of the Executive’s “separation from service” (adetermined as set forth below) which occurs on or after the date of the Executive’s termination of employment. 7.5.1. This Agreement is intended to comply with or be exempt from Code Section 409A of the Code or an exemption thereto, and, (to the extent applicable) and the parties hereto agree to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply therewith or to be exempt therefrom and without resulting in order to avoid any increase in the imposition of a penalty tax on Executive under Section 409A amounts owed hereunder by the Company. 7.5.2. It is intended that each installment of the Code, severance payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code and the guidance issued thereunder (“Section 409A”). Neither the Executive nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. 7.5.3. If, as of the date of the Executive’s “separation from service” from the Company, the Executive is not a series “specified employee” (within the meaning of separate paymentsSection 409A), then each installment of the severance payments and benefits shall be made on the dates and terms set forth in this Agreement. 7.5.4. In If, as of the date of the Executive’s “separation from service” from the Company, the Executive is a “specified employee” (within the meaning of Section 409A), then: 7.5.4.1. Each installment of the severance payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and 7.5.4.2. Each installment of the severance payments and benefits due under this Agreement that is not described in Section 7.5.4.1 above and that would, absent this subsection, be paid within the six-month period following the Executive’s “separation from service” from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no event may later than the last day of the second taxable year following the taxable year in which the separation from service occurs. 7.5.5. The determination of whether and when the Executive’s separation from service from the Company has occurred shall be made in a manner consistent with, directly or indirectlyand based on the presumptions set forth in, designate Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section, “Company” shall include all persons with whom the calendar year of Company would be considered a paymentsingle employer as determined under Treasury Regulation Section 1.409A-1(h)(3). 7.5.6. All reimbursements and in in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of to the Codeextent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirement requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, reimbursement during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than on or before the last calendar day of the calendar year following the year in which the expense is incurred, incurred and (iv) the right to reimbursement or in kind benefits is not subject to set off or liquidation or exchange for another any other benefit. 7.5.7. Notwithstanding anything herein to the contrary, the Company shall have no liability to the Executive or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

Section 409A Compliance. (a) This For purposes of bringing this Agreement is intended to comply with into compliance with, or providing an exemption from, Section 409A of the Code or an exemption thereto, and, and the regulations and guidance promulgated thereunder (“Section 409A”) the Company and the Executive agree as follows: (i) Reimbursements payable to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate Executive within sixty (60) calendar days after following the date of Executive’s death. (b) For purposes of Section 409A of upon which the CodeExecutive becomes entitled to the reimbursement, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In but in no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day end of the calendar year following the year in which the reimbursable expense is incurredincurred (or, in the case of payments under Section 8, the year following the year in which you become entitled to reimbursement). Tax gross-up payments payable to the Executive under this Agreement shall be paid to the Executive within sixty (60) days following the date upon which the tax resulting in the gross-up is paid, but in no event later than the end of the calendar year following the year in which the tax resulting in the gross-up is paid. In addition, such reimbursements and (iv) tax gross-up payments shall be made in a manner that complies with all the right to reimbursement or in kind benefits is not requirements of Treasury Regulation Section 1.409A-3(i)(l)(iv). In no event shall reimbursements and payments provided under the Agreement be subject to liquidation or exchange in a manner which violates Treasury Regulation Section 1.409A-3(i)(l)(iv). Reimbursements to the Executive with respect to taxes shall be calculated based on the Executive’s actual federal, state and local tax rates, notwithstanding anything to the contrary set forth herein. (ii) Payments to the Executive of bonus amounts described in Section 3(b) hereof shall be made in no event later than the last day of the “applicable 2 1/2 month period,” as such term is defined in Treasury Regulation Section 1.409A-l(b)(4)(i)(A) in order that such amounts be treated as a short-term deferral for another benefitpurposes of Section 409A. (iii) Notwithstanding anything to the contrary herein, if the Executive is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code) with respect to the Company, (1) payment to the Executive of any amounts (or benefits) otherwise payable to or in respect of the Executive under this Agreement pursuant to the Executive’s termination of employment with the Company which are deferred compensation under Section 409A, shall be delayed for a period of six (6) months following such termination, and shall be paid on the first business day following the expiration of such six (6) month period and (2) any payments and benefits not required to be so delayed shall be paid or provided in accordance with this Agreement. (iv) For purposes of amounts under this Agreement which are subject to Section 409A, the Executive’s employment with the Company will not be treated as terminated unless and until such termination of employment constitutes a “separation from service” for purposes of Section 409A.

Section 409A Compliance. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event All in-kind benefits provided and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify expenses eligible for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments reimbursement under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly provided by the Company or indirectly, designate incurred by the calendar year of a paymentExecutive during the time periods set forth in this Agreement. All reimbursements and in kind benefits provided under this Agreement shall be made or provided paid as soon as administratively practicable, but in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) no event shall any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than paid after the last calendar day of the calendar taxable year following the taxable year in which the expense is was incurred, and (iv) . The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute non-qualified deferred compensation benefits subject to Section 409A of the Code, the following interpretations apply to Section 5: (i) Any termination of the Executive's employment triggering payment of benefits under Section 5(b), (c) or (d) 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 that the termination of the Executive's employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive's employment terminates), any benefits payable under Section 5(b), (c) or (d) 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 under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive's part, but shall only act as a delay until such time as a "separation from service" occurs. (ii) If the Executive 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 Section 5(b), (c) or (d) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive'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-month anniversary of the date his separation from service becomes effective, and (B) the Executive's death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) or (d) of this Agreement shall be treated as a separate "payment" for purposes of Section 409A of the Code. (iv) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. The following rules shall apply, to the extent necessary, with respect to distribution of the payments and benefits, if any, to be provided to the Executive under this Agreement. Subject to the provisions in this Section, the severance payments pursuant to this Agreement shall begin only upon the date of the Executive’s “separation from service” (adetermined as set forth below) which occurs on or after the date of the Executive’s termination of employment. 9.6.1 This Agreement is intended to comply with Code Section 409A of the Code or an exemption thereto, and, (to the extent applicable) and the parties hereto agree to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply therewith and without resulting in order to avoid any increase in the imposition of a penalty tax on Executive under Section 409A amounts owed hereunder by the Company. 9.6.2 It is intended that each installment of the Code, severance payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s death. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a “payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements ” for purposes of Section 409A of the CodeInternal Revenue Code of 1986, includingas amended, where applicableand the guidance issued thereunder (“Section 409A”). Neither the Executive nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. 9.6.3 If, as of the date of the Executive’s “separation from service” from the Company, the requirement that Executive is not a “specified employee” (i) any reimbursement is for expenses incurred during within the period meaning of time specified Section 409A), then each installment of the severance payments and benefits shall be made on the dates and terms set forth in this Agreement. 9.6.4 If, as of the date of the Executive’s “separation from service” from the Company, the Executive is a “specified employee” (iiwithin the meaning of Section 409A), then: 9.6.4.1. Each installment of the severance payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral within the amount meaning of expenses eligible for reimbursementTreasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and 9.6.4.2. Each installment of the severance payments and benefits due under this Agreement that is not described in Section 9.6.4.1 above and that would, or absent this subsection, be paid within the six-month period following the Executive’s “separation from service” from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in kind benefits a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, during a calendar year may however, that the preceding provisions of this sentence shall not affect apply to any installment of severance payments and benefits if and to the expenses eligible for reimbursement, or in kind benefits maximum extent that such installment is deemed to be provided, in any other calendar year, paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (iiirelating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) the reimbursement of an eligible expense will must be made paid no later than the last calendar day of the calendar second taxable year following the taxable year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefitseparation from service occurs.

Section 409A Compliance. (a) This Notwithstanding anything in the Plan or this Award Agreement is intended to comply with Section 409A the contrary, if the vesting of the Code balance, or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A some lesser portion of the Codebalance, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits Restricted Stock Units is accelerated in connection with Participant’s termination as a Service Provider (provided that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes is a “separation from service” within the meaning of Code Section 409A of 409A, as determined by the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement Company), other than due to the contrarydeath, and if Executive (x) Participant is considered a “specified employee” (as defined in within the meaning of Code Section 409A at the time of such termination as a Service Provider and (y) the Code), any amounts paid or provided under this Agreement shall, to the extent necessary payment of such accelerated Restricted Stock Units will result in order to avoid the imposition of a penalty additional tax on Executive under Code Section 409A if paid to Participant on or within the six (6) month period following Participant’s termination as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the Code, be delayed for date six (6) months after Executiveand one (1) day following the date of Participant’s termination as a Service Provider, unless Participant dies following his or her termination as a Service Provider, in which case, the Restricted Stock Units will be settled in Shares to Participant’s estate as soon as practicable following his or her death. It is the intent of this Award Agreement that it and all payments and benefits hereunder be exempt from, or comply with, the requirements of Code Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Code Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. Each payment payable under this Award Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). The Company makes no representation that any or all of the payments and benefits under this Award Agreement comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to any such payments or benefits. Participant shall be solely responsible for the payment of any taxes and penalties incurred under Code Section 409A. For purposes of this Award Agreement, “separation from serviceCode Section 409A” within the meaning of means Section 409A of the Code, and the accumulated amounts shall any final U.S. Treasury Regulations and U.S. Internal Revenue Service guidance thereunder, as each may be paid in a lump sum within ten (10) calendar days after the end of the six (6)-month period. If Executive dies during the six (6)-month postponement period prior amended from time to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) calendar days after the date of Executive’s deathtime. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A Compliance. The parties intend that payments and benefits under this Agreement comply with, or remain exempt from, Code Section 409A and the regulations and guidance promulgated thereunder (acollectively “Section 409A”) This and, accordingly, to the maximum extent permitted, this Agreement is intended shall be interpreted to be in compliance therewith. In no event whatsoever shall the Corporation be liable for any additional tax, interest or penalty that may be imposed on Key Employee by Section 409A or damages for failing to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a 409A. (i) A termination of employment shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, not be provided unless such termination constitutes shall mean a “separation from service” within the meaning of Section 409A and, references to a “termination,” “termination of the Code. Any payments that qualify for the employment” or like terms shall mean “short term deferralseparation from service.” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, if Executive Key Employee is considered deemed on the date of termination to be a “specified employee” (as defined in within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or benefit subject to Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on Executive under Section 409A of the Code, be delayed for six (6) months after Executive’s 6)-month period measured from the date of such “separation from service” within the meaning of Section 409A of the CodeKey Employee, and (B) the accumulated amounts date of Key Employee’s death, to the extent required under Section 409A. Any such payments and benefits shall be paid or reimbursed to Key Employee in a lump sum within ten (10) calendar days after on the end first business day following expiration of the six delay period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (6)-month period. If Executive dies during ii) To the six extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (6)-month postponement period A) all such expenses or other reimbursements hereunder shall be made on or prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A last day of the Code taxable year following the taxable year in which such expenses were incurred by Key Employee, (B) any right to such reimbursement or in-kind benefits shall not be paid subject to the personal representative liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind 7 of Executive’s estate within sixty (60) calendar days after the date of Executive’s death.10 (biii) For purposes of Section 409A of the Code409A, the Key Employee’s right to a series of receive any installment payments under pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may Executive, directly or indirectly, designate the calendar year of Whenever a payment. All reimbursements and in kind benefits provided payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Corporation. (iv) To the extent that the consideration period and revocation period for any release extends over more than one tax year, all payments will be made or provided in accordance with the later tax year following the expiration of revocation period, subject to the remaining requirements of the release. (v) No payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.offset unless otherwise permitted by Section 409A.