Common use of Section 409A of the Code Clause in Contracts

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code 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. (b) Notwithstanding anything herein any provision of this Agreement to the contrary, if at in the time of the Executive’s termination of employment with the Company, the Company has determined event that the Executive is a “specified employee” as defined in within the meaning of Section 409A (as determined in accordance with the methodology established by the Company as in effect on the Date of the Code and Termination) (a “Specified Employee”), any severance payments and or benefits to Executive that are considered a “deferral of compensation” non-qualified deferred compensation under Section 409A payable under this Agreement on account of a “separation from service” during the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months six-month period immediately following the Date of Termination Date will become payable shall, to the extent necessary to comply with Section 409A, instead be paid, or provided, as the case may be, on the first business day of after the seventh month date that is six months following the Executive’s Termination Date, or if earlier “separation from service” within the date meaning of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 409A. 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 any payment to be made under this Agreement that is considered nonqualified deferred compensation, subject to Section 409A. (c) With regard to any provision herein that provides for reimbursement of costs and references herein expenses or in-kind benefits that are deferred compensation subject to Section 409A, (i) the Executive’s termination of employment shall refer right to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant benefits shall not be subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, (xii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar year, taxable year and (yiii) the reimbursements for expenses for which the Executive is entitled to be reimbursed such payments shall be made on or before the last day of the calendar Executive’s taxable year following the calendar taxable year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitoccurred.

Section 409A of the Code. Notwithstanding anything herein It is intended that this Agreement will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder) to the contraryextent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure by Company in good faith to act, pursuant to this Section 8.14, shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. In addition, notwithstanding any provision to the contrary in this Agreement, if at Executive is deemed on the time date of Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Delayed Payments”), such payment shall not be made prior to the earlier of (i) the expiration of the six (6) month period measured from the date of Executive’s “separation from service” and (ii) the date of Executive’s death. Any payments due under this Agreement other than the Delayed Payments shall be paid in accordance with the normal payment dates specified herein. In no case will the delay of any of the Delayed Payments by Company constitute a breach of Company’s obligations under this Agreement. For the provision of payments and benefits under this Agreement upon termination of employment, reference to Executive’s “termination of employment” (and corollary terms) with Company shall be construed to refer to Executive’s “separation from service” from Company (as determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied by Company) in tandem with Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h)addition, then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent that any expense, reimbursement or in-kind benefit provided pursuant to under this Agreement does not constitute or under any other reimbursement or in-kind benefit plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code: , (xi) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any benefit in one calendar year will may not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive benefit in any other calendar yearyear (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (yii) the reimbursements right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for expenses for which the Executive is entitled another benefit, and (iii) subject to be reimbursed shall any shorter time periods provided herein, any such reimbursement of an expense or in-kind benefit must be made on or before the last day of the calendar year following the calendar year in which the applicable expense is was incurred. If the sixty (60)-day period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover 60-Day Period”), then any severance payments that would otherwise occur during the portion of the Crossover 60-Day Period that falls within the first year will be delayed and (z) paid in a lump sum during the right to payment or reimbursement or inportion of the Crossover 60-kind benefits hereunder may not be liquidated or exchanged for any other benefitDay Period that falls within the second year.

Section 409A of the Code. Notwithstanding anything herein The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the contrarymaximum extent permitted, if at the time of the this Agreement shall be construed and interpreted in accordance with such intent. Executive’s termination of employment with (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the Companymeaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (a) Notwithstanding any provision to the contrary in this Agreement, the Company has determined that the if Executive is deemed on the date of Executive’s termination to be a “specified employee” as defined within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to Executive’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to Executive prior to the earlier of (i) the expiration of the Code six (6) month period measured from the date of Executive’s separation from service, and any severance payments and benefits to Executive are considered a “deferral (ii) the date of compensation” under Section 409A of the Code Executive’s death (the “Deferred PaymentsDelay Period”), such Deferred Payments that are otherwise payable within . On the first six months following the Termination Date will become payable on the first business day of the seventh month following the date of Executive’s Termination Dateseparation from service or, or if earlier earlier, on the date of the Executive’s death. In the event that , all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then such payments 18(a) shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the or reimbursed to Executive in good faith regarding the implementation of the provisions of this Section 14(h) provideda lump sum, that neither the Company nor and any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid remaining payments and benefits due to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services paid or provided in accordance with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary normal payment dates specified for them herein, except to . (b) To the extent any expensereimbursement of costs and expenses provided for under this Agreement constitutes taxable income to Executive for Federal income tax purposes, such reimbursements shall be made no later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefit provided pursuant benefits is not subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, (xii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar taxable year, (y) . Any tax gross-ups provided for under this Agreement shall in no event be paid to Executive later than the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day December 31 of the calendar year following the calendar year in which the applicable expense taxes subject to gross-up are incurred or paid by Executive. (c) If any amount under this Agreement is incurredto be paid in two or more installments, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not for purposes of Code Section 409A each installment shall be liquidated or exchanged for any other benefittreated as a separate payment.

Section 409A of the Code. Notwithstanding anything herein (a) If (i) the Employee is determined to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is be a “specified employee” as defined in within the meaning of Code Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”409A(a)(2)(B)(i), such Deferred Payments that are otherwise (ii) any amounts payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant subject to this Code Section 14(h409A, and (iii) such amounts are payable on the Employee’s “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h), then such payments shall amounts will be paid at payable on a monthly basis after Employee’s termination of employment (or, if earlier, the time specified in date of death of Employee). Payments under this Section 14(hto which an Employee would otherwise be entitled during the first six (6) without interest. The Company shall consult with months following Employee’s termination date will be accumulated and paid on the Executive in good faith regarding day that is six (6) months after the implementation of the provisions of this Section 14(htermination date. (b) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount taxable reimbursements under this Agreement that satisfies will be made no later than the requirements end of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the calendar year following the calendar year when the payment is no longer subject to a substantial risk of forfeitureexpense was incurred. For purposes of complying with 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code409A: (xi) the amount payment of expenses eligible for reimbursement such reimbursements or in-kind benefits provided to the Executive during any one calendar year will not affect the amount of expenses eligible for such reimbursement or in-kind benefits provided to the Executive in any other during a subsequent calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, ; and (zii) the right to payment such reimbursement benefit or reimbursement rights or in-kind benefits hereunder may not be liquidated exchanged or exchanged substituted for another form of compensation to the Employee. (c) Any severance payments due as a result of Employee’s termination of employment with the Company will be made only upon a “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h). (d) In no event shall the Company be liable to the Employee for or with respect to any other benefittaxes, penalties or interest which may be imposed upon the Employee pursuant to Section 409A. The Employee hereby acknowledges that she or he has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to the Employee of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 409A and applicable state tax law. The Employee hereby agrees to bear the entire risk of any such adverse federal and state tax consequences and penalty taxes in the event any payment pursuant to this Agreement is deemed to be subject to Code Section 409A, and that no representations have been made to the Employee relating to the tax treatment of any payment pursuant to this Agreement under Code Section 409A and the corresponding provisions of any applicable state income tax laws.

Section 409A of the Code. Notwithstanding anything herein If any payment or entitlement provided to the contrary, if at Participant hereunder in connection with the time of the ExecutiveParticipant’s termination of employment with the Companyemployment, the Company has determined that the Executive is a determined, in whole or in part, to constitute “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are nonqualified deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: Code (x“Section 409A”) and the amount Participant is a specified employee as defined in Section 409A(a)(2)(B)(i), no part of expenses eligible such payments shall be paid before the day that is six (6) months plus one (1) day after the date of termination or earlier death (the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to the Participant during the period between the date of termination and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement. A termination of employment shall not be deemed to have occurred for reimbursement purposes of any provision of this Agreement providing for the payment of any amounts or inbenefits subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A, and for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “terminate,” “termination of employment” or like terms shall mean separation from service. The parties acknowledge and agree that the interpretation of Section 409A and its application to the terms of this Agreement is uncertain and may be subject to change as additional guidance and interpretations become available. Anything to the contrary herein notwithstanding, all benefits or payments provided by the Company to the Participant that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A are intended to comply with Section 409A. If, however, any such benefit or payment is deemed to not comply with Section 409A, the Company and the Participant agree to renegotiate in good faith any such benefit or payment (including, without limitation, as to the timing of any severance payments payable hereof) so that either (i) Section 409A will not apply or (ii) compliance with Section 409A will be achieved; provided, however, that any resulting renegotiated terms shall provide to the Participant the after-kind benefits tax economic equivalent of what otherwise has been provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided Participant pursuant to the Executive in terms of this Agreement, and provided further, that any deferral of payments or other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed benefits shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right only for such time period as may be required to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.comply with Section 409A.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined It is intended that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive Agreement comply with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series and all provisions of installment payments under this Agreement shall be treated as construed and interpreted in a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services manner consistent with the Company requirements for avoiding taxes or penalties under Section 409A of the Code. If, at the time of your separation from service (within the meaning of Section 409A of the Code. Notwithstanding anything ), (a) you shall be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (b) the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to Company shall make a good faith determination that an amount payable under this Agreement does not constitute a or any other plan, policy, arrangement or agreement of or with the Company (this Agreement and such other plans, policies, arrangements and agreements, the “deferral of compensation” Company Plans”) constitutes deferred compensation (within the meaning of Section 409A of the Code: (x) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company shall not pay any such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest, on the earlier of expenses eligible the first day of the seventh month following such separation from service or your death. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to or for reimbursement your benefit under any Company Plan may not be reduced by, or in-kind offset against, any amount owing by you to the Company. Except as specifically permitted by Section 409A of the Code, the benefits and reimbursements provided to the Executive you under this Agreement and any Company Plan during any calendar year will shall not affect the amount of expenses eligible for reimbursement or in-kind benefits and reimbursements to be provided to you under the Executive relevant section of this Agreement or Company Plan in any other calendar year, (yand the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit and shall be provided in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto. Further, in the reimbursements for expenses for which the Executive is entitled to be reimbursed case of reimbursement payments, such payments shall be made to you on or before the last day of the calendar year following the calendar year in which the applicable underlying fee, cost or expense is incurred. Notwithstanding the preceding, and (z) the right to payment Company makes no representations concerning the tax consequences of your participation in this Agreement under Section 409A of the Code or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitFederal, state or local tax law. Your tax consequences shall depend, in part, upon the application of relevant tax law, including Section 409A of the Code, to the relevant facts and circumstances. You should consult a competent and independent tax advisor regarding the tax consequences of this Agreement.

Section 409A of the Code. Notwithstanding anything herein to It is intended that the contrary, if at the time PIPR Units shall comply with or shall be exempt from Section 409A of the Executive’s termination of employment with Code. In the Company, the Company has event that it shall be determined that the Executive is a “specified employee” as defined PIPR Units are subject to and are not in compliance with Section 409A of the Code and any severance payments and benefits payment that is paid or payable in respect of the PIPR Units pursuant to Executive this Agreement, the Plan or the Operating Agreement is subject to the additional tax described in Section 409A(a)(1)(B)(i)(II) of the Code (to the extent that the Member incurs the additional tax) or any penalties are considered a “deferral of compensation” incurred by the Member with respect to such additional tax or any premium interest tax under Section 409A of the Code (such tax, together with any such penalties and premium interest tax, are hereinafter collectively referred to as the “Deferred Payments409A Tax”), then the Member shall be entitled to receive an additional payment (an “Indemnity Payment”) in an amount such Deferred Payments that are otherwise payable within after payment by the first six months following Member of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and 409A Tax imposed upon the Termination Date will become payable on Indemnity Payment, the first business day Member retains an amount of the seventh month following Indemnity Payment equal to the Executive’s Termination Date409A Tax imposed upon the payments. All determinations required to be made under this Section 13, or if earlier including whether and when a Indemnity Payment is required and the date amount of such Indemnity Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Managing Members in accordance with Section 5.05 of the Executive’s deathOperating Agreement. In the event that payments under this Agreement are deferred Any Indemnity Payment, as determined pursuant to this Section 14(h)13, then such payments shall be paid at by Lazard Group to the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation Member within 30 days of the provisions receipt of the Managing Members’ determination; provided that, the Indemnity Payment shall in all events be paid no later than the end of the Member’s taxable year next following the Member’s taxable year in which the 409A Tax (and any income or other related taxes or interest or penalties thereon) on a payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim that does not result in the remittance of any federal, state, local and foreign income, excise, social security and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14(h) provided13, that neither the Company nor any of Lazard Group may, in its employees or representatives shall have any liability sole discretion, following reasonable notice to the Executive with respect thereto. Any amount under this Agreement that satisfies Member, withhold and pay over to the requirements Internal Revenue Service or any other applicable taxing authority, for the benefit of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) Member, all or any portion of any Indemnity Payment, and the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made Member hereby consents to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeituresuch withholding. For purposes of Section 409A of the Code, each installment payable to the right Member pursuant to a series of installment payments under this Agreement shall be treated as a right deemed to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute be a “deferral of compensationseparate payment” within the meaning of Treas. Reg. Section 409A 1.409A-2(b)(iii) or any successor thereto. The provisions of Section 12 of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitPlan are hereby incorporated by reference.

Section 409A of the Code. Notwithstanding anything herein It is the intention of the parties to this Agreement that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in under Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including that issued after the date hereof (collectively, “Section 409A”). The Agreement shall be interpreted to that end and, consistent with that objective and notwithstanding any severance payments provision herein to the contrary, the Company may unilaterally take any action it deems necessary or desirable to amend any provision herein to avoid the application of or excise tax under Section 409A. Further, no effect shall be given to any provision herein in a manner that reasonably could be expected to give rise to adverse tax consequences under that provision. The Company shall from time to time compile a list of “specified employees” as defined in, and benefits pursuant to the Final Regulations under Section 409A or any successor regulation. Notwithstanding any other provision herein, if the Executive are considered is a “deferral specified employee on the date of compensation” termination, no payment of compensation under this Agreement shall be made to the Executive during the period lasting six months from the date of termination unless the Company determines that there is no reasonable basis for believing that making such payment would cause the Executive to suffer any adverse tax consequences pursuant to Section 409A of the Code (Code. If any payment to the “Deferred Payments”)Executive is delayed pursuant to the foregoing sentence, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment instead shall be made on the first business day following the expiration of the seventh six-month following period referred to in the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interestprior sentence. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, VI; provided that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. Notwithstanding anything herein to (a) It is the contrary, if at the time intention of the Executive’s termination of employment parties that this Agreement comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in requirements of Section 409A of the Code and applicable administrative guidance issued thereunder. Accordingly, to the extent there is any severance payments ambiguity as to whether one or more provisions of this Agreement would otherwise contravene the applicable requirements or limitations of Section 409A of the Code, then those provisions shall be interpreted and benefits to Executive are considered applied in a “deferral manner that does not result in an imposition of compensation” a tax or penalty under Section 409A of the Code Code. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Nothing contained in this Agreement shall constitute any representation or warranty by the Company regarding compliance with Section 409A of the Code. Neither the Company nor its directors, officers, employees or advisers shall be liable to Executive (or any individual claiming a benefit through Executive) for any tax, interest or penalties Executive may owe as a result of compensation or benefits paid under this Agreement, and the “Deferred Payments”)Company shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, such Deferred Payments that are otherwise payable no payments or benefits to which Executive becomes entitled under this Article VII and which constitute deferred compensation within the first six months following meaning of Section 409A of the Termination Date will become payable on Code shall be made or paid to Executive prior to the earlier of (i) the first business day of the seventh month following the date of Executive’s Termination Date, termination of employment or if earlier (ii) the date of the Executive’s deathdeath ((i) or (ii), as applicable, the “Section 409A Payment Date”), if (x) Executive is deemed on termination of employment a “specified employee” within the meaning of that term under Section 409A of the Code, (y) the stock of the Parent Company or any successor Entity is publicly traded on an established market and (z) such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code. In Upon the event that expiration of the applicable delay period, all payments or benefits delayed pursuant to this provision shall be paid in a lump sum to Executive, and any remaining payments or benefits due under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified or provided in this Section 14(h) without interest. The Company shall consult accordance with the Executive in good faith regarding the implementation of the provisions of this Section 14(hnormal payment dates specified for them herein. (c) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, 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. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., and references herein to “payment shall be made within thirty days following the Executive’s termination date of employment shall refer to Executive’s separation termination”), the actual date of services with the Company payment within the meaning of Section 409A specified period shall be within the sole discretion of the Code. Notwithstanding anything Company. (d) The following provisions shall apply to the contrary herein, except to the extent such reimbursements and any expense, reimbursement other reimbursements or in-kind benefit benefits provided pursuant to this Agreement does in order to assure that such reimbursements do not constitute create a “deferral of compensation” within the meaning of deferred compensation arrangement subject to Section 409A of the Code: (xi) the amount of expenses eligible for reimbursement reimbursements or in-kind benefits provided to the which Executive during may become entitled in any one calendar year will shall not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive hereunder in any other calendar year, (yii) the reimbursements for expenses for each reimbursement to which the Executive is becomes entitled to be reimbursed shall be made on or before no later than the last day close of business of the calendar year following the calendar year in which the applicable reimbursable expense is incurred, ; and (ziii) the executive’s right to payment or reimbursement or in-kind benefits hereunder may cannot be liquidated or exchanged for any other benefitbenefit or payment.

Section 409A of the Code. Notwithstanding anything herein (a) To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive’s termination of employment with the contrary, if Company constitute deferred compensation subject to Section 409A of the Code; (ii) Executive is deemed at the time of his separation from service to be a “specified employee” under Section 409A of the Code; and (iii) at the time of Executive’s separation from service the Company is publicly traded (as defined in Section 409A of Code), then such payments (other than any payments permitted by Section 409A of the Code to be paid within six (6) months of Executive’s separation from service) shall not be made until the earlier of (x) the first day of the seventh month following Executive’s separation from service or (y) the date of Executive’s death following such separation from service. During any period that payment or payments to Executive are deferred pursuant to the foregoing, Executive shall be entitled to interest on the deferred payment or payments at a per annum rate equal to Federal-Funds rate as published in The Wall Street Journal on the date of Executive’s termination of employment with the Company. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the Company has determined that absence of this Section 19 (together with accrued interest thereon) shall be paid to Executive or Executive’s beneficiary in one lump sum. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Executive payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “specified employeeseparation from service” as defined in (within the meaning of Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code Code). (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(hc) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments each payment under this Agreement shall Section 5 hereof (and each other severance plan payment) will be treated as a right to a series separate payment. (d) Any reimbursement of separate paymentsexpenses made under this Agreement. shall only be made for eligible expenses incurred during the Term, and references herein to the Executive’s termination no reimbursement of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed expense shall be made on or before by the last day Company after December 31st of the calendar year following the calendar year in which the applicable expense is was incurred. Any amount eligible for reimbursement under this Agreement during a taxable year may not affect expenses eligible for reimbursement in any other taxable year, and (z) the any right to payment reimbursement under this Agreement is not subject to liquidation or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged exchange for any other another benefit. (e) It is intended that this Agreement comply with the provisions of Section 409A of the Code and the regulations and guidance of general applicability issued thereunder so as to not subject Executive to the payment of additional interest and taxes under Section 409A of the Code, and in furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions.

Section 409A of the Code. Notwithstanding anything herein any provision to the contrarycontrary in this Agreement, if at the time Employee is deemed on the date of his or her “separation from service” (within the Executive’s termination meaning of employment Treas. Reg. Section 1.409A-1(h)) with the Company, the Company has determined that the Executive is to be a “specified employee” as defined in (within the meaning of Treas. Reg. Section 409A of the Code and 1.409A-1(i)), then with regard to any severance payments and benefits payment or benefit (including, without limitation, any mortgage assistance payment or loan forgiveness referred to Executive are above) that is considered a “deferral of compensation” deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Deferred Payments”after taking into account any applicable exceptions to such requirement), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment or benefit shall be made or provided on the first business day date that is the earlier of (i) the expiration of the seventh month following the Executive’s Termination Date, or if earlier six (6)-month period measured from the date of the ExecutiveEmployee’s death“separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). In Upon the event that expiration of the Delay Period, all payments under this Agreement are deferred and benefits delayed pursuant to this Section 14(h), then 9(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such payments delay) shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability reimbursed to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth Employee in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment lump sum and any remaining payments and benefits due under this Agreement shall be treated as a right to a series paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of separate payments, and references herein this Agreement to the Executive’s contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment shall refer employment, references to Executivethe Employee’s separation “termination of services employment” (and corollary terms) with the Company shall be construed to refer to Employee’s “separation from service” (within the meaning of Treas. Reg. Section 409A of 1.409A-1(h)) with the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitCompany.

Section 409A of the Code. Notwithstanding any other provisions of this Agreement or the Plan, the Performance RSUs granted hereunder shall not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon the Participant. In the event it is reasonably determined by the Committee that, as a result of Section 409A of the Code, the transfer of Shares under this Agreement may not be made at the time contemplated hereunder without causing the Participant to be subject to taxation under Section 409A of the Code, the Company will make such payment on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the ExecutiveParticipant’s termination of employment with the Company, Company the Company has determined that the Executive Participant is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “the deferral of compensation” the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) until the date that is six months following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax). The Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with the Performance RSUs (the “Deferred Payments”including any taxes and penalties under Section 409A), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that and neither the Company nor any of its employees or representatives Subsidiaries shall have any liability obligation to indemnify or otherwise hold the Executive with respect theretoParticipant (or any beneficiary) harmless from any or all of such taxes or penalties. Any amount under If the Performance RSUs are considered “deferred compensation” subject to Section 409A, references in this Agreement that satisfies and the requirements of the Plan to “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment Employment” and “separation from service” (and substantially similar phrases) shall refer to Executive’s mean “separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensationfrom service” within the meaning of Section 409A 409A. For purposes of Section 409A, each payment that may be made in respect of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive Performance RSUs is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitdesignated as a separate payment.

Section 409A of the Code. Notwithstanding anything herein It is the intention of the parties to this Agreement that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in under Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including that issued after the date hereof (collectively, "Section 409A"). The Agreement shall be interpreted to that end and, consistent with that objective and notwithstanding any severance payments provision herein to the contrary, the Company may unilaterally take any action it deems necessary or desirable to amend any provision herein to avoid the application of or excise tax under Section 409A. Further, no effect shall be given to any provision herein in a manner that reasonably could be expected to give rise to adverse tax consequences under that provision. The Company shall from time to time compile a list of "specified employees" as defined in, and benefits pursuant to the Final Regulations under Section 409A or any successor regulation. Notwithstanding any other provision herein, if the Executive are considered is a “deferral specified employee on the date of compensation” termination, no payment of compensation under this Agreement shall be made to the Executive during the period lasting six months from the date of termination unless the Company determines that there is no reasonable basis for believing that making such payment would cause the Executive to suffer any adverse tax consequences pursuant to Section 409A of the Code (Code. If any payment to the “Deferred Payments”)Executive is delayed pursuant to the foregoing sentence, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment instead shall be made on the first business day following the expiration of the seventh six-month following period referred to in the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interestprior sentence. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, VI; provided that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. Notwithstanding anything herein any provision to the contrarycontrary in this Agreement, if at the time Employee is deemed on the date of his “separation from service” (within the Executive’s termination meaning of employment Treas. Reg. Section 1.409A-1(h)) with the Company, the Company has determined that the Executive is to be a “specified employee” as defined in (within the meaning of Treas. Reg. Section 409A of the Code and 1.409A-1(i)), then with regard to any severance payments and benefits payment or benefit (including, without limitation, any mortgage assistance payment or loan forgiveness referred to Executive are above) that is considered a “deferral of compensation” deferred compensation under Section 409A of the code payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Deferred Payments”after taking into account any applicable exceptions to such requirement), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment or benefit shall be made or provided on the first business day date that is the earlier of (i) the expiration of the seventh month following the Executive’s Termination Date, or if earlier six (6)-month period measured from the date of the ExecutiveEmployee’s death“separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). In Upon the event that expiration of the Delay Period, all payments under this Agreement are deferred and benefits delayed pursuant to this Section 14(h), then 7(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such payments delay) shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability reimbursed to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth Employee in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment lump sum and any remaining payments and benefits due under this Agreement shall be treated as a right to a series paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of separate payments, and references herein this Agreement to the Executive’s contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment shall refer employment, references to Executivethe Employee’s separation “termination of services employment” (and corollary terms) with the Company shall be construed to refer to Employee’s “separation from service” (within the meaning of Treas. Reg. Section 409A of 1.409A-1(h)) with the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitCompany.

Section 409A of the Code. Notwithstanding anything herein any provision to the contrarycontrary in this Agreement, if at the time Employee is deemed on the date of his or her “separation from service” (within the Executive’s termination meaning of employment Treas. Reg. Section 1.409A-1(h)) with the Company, the Company has determined that the Executive is to be a “specified employee” as defined in (within the meaning of Treas. Reg. Section 409A of the Code and 1.409A-1(i)), then with regard to any severance payments and benefits payment or benefit (including, without limitation, any mortgage assistance payment or loan forgiveness referred to Executive are above) that is considered a “deferral of compensation” deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Deferred Payments”after taking into account any applicable exceptions to such requirement), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment or benefit shall be made or provided on the first business day date that is the earlier of (i) the expiration of the seventh month following the Executive’s Termination Date, or if earlier six (6)-month period measured from the date of the ExecutiveEmployee’s death“separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). In Upon the event that expiration of the Delay Period, all payments under this Agreement are deferred and benefits delayed pursuant to this Section 14(h), then 4(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such payments delay) shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability reimbursed to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth Employee in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment lump sum and any remaining payments and benefits due under this Agreement shall be treated as a right to a series paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of separate payments, and references herein this Agreement to the Executive’s contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment shall refer employment, references to Executivethe Employee’s separation “termination of services employment” (and corollary terms) with the Company shall be construed to refer to Employee’s “separation from service” (within the meaning of Treas. Reg. Section 409A of 1.409A-1(h)) with the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitCompany.

Section 409A of the Code. Notwithstanding any other provisions of this Agreement or the Plan, the RSUs granted hereunder shall not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon the Participant. In the event it is reasonably determined by the Committee that, as a result of Section 409A of the Code, the transfer of Shares under this Agreement may not be made at the time contemplated hereunder without causing the Participant to be subject to taxation under Section 409A of the Code, the Company will make such payment on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the ExecutiveParticipant’s termination of employment with the Company, Company the Company has determined that the Executive Participant is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended and any severance payments and benefits to Executive are considered a “the deferral of compensation” the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) until the date that is six months following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax). The Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with the RSUs (the “Deferred Payments”including any taxes and penalties under Section 409A), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that and neither the Company nor any of its employees or representatives Subsidiaries shall have any liability obligation to indemnify or otherwise hold the Executive with respect theretoParticipant (or any beneficiary) harmless from any or all of such taxes or penalties. Any amount under If the RSUs are considered “deferred compensation” subject to Section 409A, references in this Agreement that satisfies and the requirements of the Plan to “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment Employment” and “separation from service” (and substantially similar phrases) shall refer to Executive’s mean “separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensationfrom service” within the meaning of Section 409A 409A. For purposes of Section 409A, each payment that may be made in respect of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive RSUs is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitdesignated as a separate payment.

Section 409A of the Code. (a) Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to the Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, and the final regulations and any guidance promulgated thereunder (“Code Section 409A”) (such payments, collectively, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Code Section 409A. (b) Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” within the meaning of Code Section 409A at the time of the Executive’s termination (other than due to death), then the Deferred Payments that are payable within the first six (6) months following the Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one day following the date of the Executive’s separation from service. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month dies following the Executive’s Termination Dateseparation from service, or if earlier but prior to the six- (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Executive’s death. In the event that payments Each payment and benefit payable under this Agreement are deferred pursuant is intended to this constitute a separate payment for purposes of Section 14(h), then such payments shall be paid at the time specified in this Section 14(h1.409A-2(b)(2) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(hTreasury Regulations. (c) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. 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 will not constitute Deferred Payments Payments. If under this Agreement, an amount is to be paid in two or more installments, for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officersCode Section 409A, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of each installment payments under this Agreement shall be treated as a right separate payment. (d) This Agreement is intended to a series be exempt from the requirements of separate paymentsCode Section 409A or compliant therewith so that none of the payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and references any ambiguities herein will be interpreted accordingly. The Company and the Executive agree to the Executive’s termination of employment shall refer work together in good faith to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant consider amendments to this Agreement does not constitute a “deferral and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement any additional tax or in-kind benefits provided income recognition prior to actual payment to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.under Section 409A.

Section 409A of the Code. Notwithstanding anything herein This Agreement and the Award are intended to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, be exempt from or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies meet the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement as applicable, and shall be treated as interpreted and construed consistent with that intent and each settlement hereunder shall be considered a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning payment for purposes of Section 409A of the Code. Notwithstanding anything to the contrary hereinany other provisions of this Agreement, except to the extent that the right to any expenseissuance of Shares or payment to Grantee hereunder provides for non-qualified deferred compensation within the meaning of Section 409A(d)(1) of the Code that is subject to Section 409A of the Code, reimbursement the issuance or in-kind benefit provided pursuant to this Agreement does not constitute payment shall be made in accordance with the following: If Grantee is a “deferral of compensationspecified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of Grantee’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code (the “Separation Date”), then no such issuance of Shares or payment shall be made during the period beginning on the Separation Date and ending on the date that is six months following the Separation Date or, if earlier, on the date of ▇▇▇▇▇▇▇’s death, if the earlier making of such issuance of Shares or payment would result in tax penalties being imposed on Grantee under Section 409A of the Code: (x) the . The amount of expenses eligible for reimbursement any issuance of Shares or in-kind benefits provided to the Executive payment that would otherwise be made during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed this period shall instead be made on the first business day following the date that is six months following the Separation Date or, if earlier, the date of Grantee’s death. If the Grantee is subject to an employment or before other agreement that specifies a time and form of payment that differs from the last day time and form of payment set forth in Exhibit B, then this Award shall be settled in accordance with such employment or other agreement to the extent required to comply with Section 409A of the calendar year following Code in a manner permissible under the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitPlan.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h10(h), then such payments shall be paid at the time specified in this Section 14(h10(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h10(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. Notwithstanding anything herein to the contrarycontrary in this Agreement or elsewhere, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in determined pursuant to Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral as of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under Separation From Service and if any payment or benefit provided for in this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(hor otherwise both (x) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute constitutes a “deferral of compensation” within the meaning of Section 409A of and (y) cannot be paid or provided in the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits manner otherwise provided to without subjecting the Executive to “additional tax”, interest or penalties under Section 409A, then any such payment or benefit that is payable during any calendar year will not affect the amount of expenses eligible for reimbursement first six months following Executive’s Separation From Service shall be paid or in-kind benefits provided to the Executive in any other a cash lump-sum on the first business day of the seventh calendar year, (y) month following the reimbursements for expenses for month in which the Executive’s Separation From Service occurs. In addition, any payment or benefit due upon a termination of Executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall only be paid or provided to the Executive upon a Separation From Service (as defined in Section 5(b) above). Notwithstanding anything to the contrary in this Section 5 or elsewhere, any payment or benefit under this Section 5, or otherwise, that is entitled exempt from Section 409A pursuant to be reimbursed Final Treasury Regulation 1.409A-1(b)(9)(v)(A) or (C) shall be made on paid or before provided to the Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the calendar second taxable year of the Executive following the taxable year of the Executive in which the Separation From Service occurs; and provided further that such expenses are reimbursed no later than the last day of the third taxable year following the calendar taxable year of the Executive in which the applicable expense is incurredSeparation From Service occurs. Finally, for the purposes of this Agreement, amounts payable under Section 5 shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (zb)(9) (“separation pay plans,” including the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any exception under subparagraph (iii)) and other benefitapplicable provisions of Treasury Regulation Section 1.409A-1 through A-6.

Section 409A of the Code. This Agreement is intended, and its terms shall be interpreted as necessary, to comply with Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding anything herein to the contrarycontrary in this Agreement, the parties mutually desire to avoid adverse tax consequences associated with the application of Section 409A to this Agreement and agree to cooperate fully and take appropriate reasonable actions to avoid any such consequences under Section 409A, including delaying payments and reforming the form of the Agreement if such action would reduce or eliminate taxes and/or interest payable as a result of Section 409A. In this regard, notwithstanding anything to the contrary in this Section 4, to the extent necessary to comply with Section 409A, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive Employee is a “specified employee,” as defined in Treas. Reg. §1.409A-1(i), and any partnership interests of the Partnership are publicly traded on an established securities market or otherwise, no payment or benefit that is subject to Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments shall be made under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation on account of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the Employee’s “short-term deferralseparation from service” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the CodeCode before the date that is the first day of the seventh month beginning after the date the Employee’s separation from service (or, if earlier, the date of death of the Employee or any other date permitted under Section 409A). Notwithstanding anything For purposes of determining if amounts payable under this Agreement by reason of the Employee’s termination are owed, and if so, when they are to be paid or provided, the Employee shall be considered to have terminated employment with the Company only when the Employee’s employment with the Company ceases on what is then reasonably expected and understood by the Employee and the Company to be a permanent basis and such cessation constitutes a “separation from service” with respect to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” Company and its affiliates within the meaning of Section 409A and applicable administrative guidance issued thereunder. To the extent that any amount or benefit under this Agreement constitutes a reimbursement of an expense incurred by, or the Codeprovision of benefits in kind to, the Employee and such amount or benefit represents a “deferral of compensation,” all within the meaning of Section 409A, then: (xi) the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, under this Agreement during or for any taxable year of the Employee shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, during or for any other taxable year of the Employee; (ii) all reimbursements of expenses under this Agreement shall be made by no later than the earlier of the date otherwise required under this Agreement and the last day of the Employee’s taxable year following the taxable year of the Employee in which the expense was incurred; and (iii) the right to reimbursement or in-kind benefits provided under this Agreement shall not be subject to liquidation or exchange for another benefit. For purposes of Section 409A, each payment or amount due under this Agreement shall be considered a separate payment, and the Executive during any calendar year will not affect the amount Employee’s entitlement to a series of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive payments under this Agreement is entitled to be reimbursed shall be made on or before the last day treated as an entitlement to a series of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitseparate payments.

Section 409A of the Code. Notwithstanding anything herein to the contrarycontrary in this Agreement or elsewhere, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in determined pursuant to Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral as of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under Separation From Service and if any payment or benefit provided for in this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(hor otherwise both (x) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute constitutes a “deferral of compensation” within the meaning of Section 409A of and (y) cannot be paid or provided in the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits manner otherwise provided to without subjecting the Executive to “additional tax”, interest or penalties under Section 409A, then any such payment or benefit that is payable during any calendar year will not affect the amount of expenses eligible for reimbursement first six months following Executive’s Separation From Service shall be paid or in-kind benefits provided to the Executive in any other a cash lump-sum on the first business day of the seventh calendar year, (y) month following the reimbursements for expenses for month in which the Executive’s Separation From Service occurs. In addition, any payment or benefit due upon a termination of Executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall only be paid or provided to the Executive upon a Separation From Service (as defined in Section 5(a) above). Notwithstanding anything to the contrary in this Section 5 or elsewhere, any payment or benefit under this Section 5, or otherwise, that is entitled exempt from Section 409A pursuant to be reimbursed Final Treasury Regulation 1.409A-1(b)(9)(v)(A) or (C) shall be made on paid or before provided to the Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the calendar second taxable year of the Executive following the taxable year of the Executive in which the Separation From Service occurs; and provided further that such expenses are reimbursed no later than the last day of the third taxable year following the calendar taxable year of the Executive in which the applicable expense is incurredSeparation From Service occurs. Finally, for the purposes of this Agreement, amounts payable under Section 5 shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (zb)(9) (“separation pay plans,” including the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any exception under subparagraph (iii)) and other benefitapplicable provisions of Treasury Regulation Section 1.409A-1 through A-6.

Section 409A of the Code. Notwithstanding anything herein a. The Award is intended to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of qualify for the “short-term deferral” rule set forth in exception under Section 1.409A-1(b)(4) 409A of the Treasury Regulations will not constitute Deferred Payments for purposes of this AgreementCode. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made To the extent that the Award is construed to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer nonqualified deferred compensation subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right Company shall use its reasonable efforts to operate, administer, construe and interpret this Agreement in a series manner that minimizes adverse tax consequences to the Participant and is consistent with the requirements of installment payments Section 409A of the Code. Each payment of compensation under this Agreement shall be treated as a right to a series separate payment of separate paymentscompensation. In no event may the Participant, and references herein directly or indirectly, designate the calendar year of any payment or distribution under this Agreement. Notwithstanding any other provision of the Plan or this Agreement to the Executive’s termination of employment shall refer to Executive’s separation of services with contrary, if the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute Participant is a “deferral of compensationspecified employee” within the meaning of Section 409A of the Code: Code (xas determined in accordance with the methodology established by the Company), amounts that constitute “nonqualified deferred compensation” subject to Section 409A of the Code that would otherwise be payable by reason of the Participant's Termination of Service during the six (6)-month period immediately following such Termination of Service shall instead be paid or provided on the first business day following the date that is six (6) months following the amount Participant’s Termination of expenses eligible for reimbursement or in-kind benefits provided Service. If the Participant dies following the Termination of Service and prior to the Executive during payment of any calendar year will not affect amounts delayed on account of Section 409A of the amount of expenses eligible for reimbursement or in-kind benefits provided Code, such amounts shall be paid to the Executive in any other calendar year, designated beneficiary of the Participant pursuant to Section 13(f) of the Plan within forty-five (y45) days following the reimbursements for expenses for which date of the Executive is entitled to be reimbursed Participant's death. b. This Agreement shall be made subject to amendment, with or without advance notice to the Participant, and on a prospective or before retroactive basis, including, but not limited to, amendment in a manner that adversely affects the last day rights of the calendar year following Participant, to the calendar year extent necessary to effect compliance with Section 409A of the Code. Notwithstanding anything contained in which this Agreement or the applicable expense is incurredPlan, and (z) the right Company shall have no liability whatsoever for or in respect of any decision to payment take action to attempt to comply with Section 409A of the Code, any omission to take such action or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for the failure of any other benefitsuch action taken by the Company to so comply.

Section 409A of the Code. Notwithstanding anything herein (a) To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive’s termination of employment with the contrary, if Company constitute deferred compensation subject to Section 409A of the Code; (ii) Executive is deemed at the time of his separation from service to be a “specified employee” under Section 409A of the Code; and (iii) at the time of Executive’s separation from service the Company is publicly traded (as defined in Section 409A of Code), then such payments (other than any payments permitted by Section 409A of the Code to be paid within six (6) months of Executive’s separation from service) shall not be made until the earlier of (x) the first day of the seventh month following Executive’s separation from service or (y) the date of Executive’s death following such separation from service. During any period that payment or payments to Executive are deferred pursuant to the foregoing, Executive shall be entitled to interest on the deferred payment or payments at a per annum rate equal to Federal-Funds rate as published in The Wall Street Journal on the date of Executive’s termination of employment with the Company. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the Company has determined that absence of this Section 19 (together with accrued interest thereon) shall be paid to Executive or Executive’s beneficiary in one lump sum. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Executive payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “specified employeeseparation from service” as defined in (within the meaning of Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code Code). (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(hc) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to each payment under Section 5 hereof (and each other severance plan payment) will be treated as a series separate payment. (d) Any reimbursement of installment payments expenses made under this Agreement shall only be treated as a right to a series of separate paymentsmade for eligible expenses incurred during the Term, and references herein to the Executive’s termination no reimbursement of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed expense shall be made on or before by the last day Company after December 31st of the calendar year following the calendar year in which the applicable expense is was incurred. Any amount eligible for reimbursement under this Agreement during a taxable year may not affect expenses eligible for reimbursement in any other taxable year, and (z) the any right to payment reimbursement under this Agreement is not subject to liquidation or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged exchange for any other another benefit. (e) It is intended that this Agreement comply with the provisions of Section 409A of the Code and the regulations and guidance of general applicability issued thereunder so as to not subject Executive to the payment of additional interest and taxes under Section 409A of the Code, and in furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions.

Section 409A of the Code. Notwithstanding anything herein the timing of the payments pursuant to Section 3(e) of this Agreement, to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that extent the Executive is would otherwise be entitled to a “specified employee” as defined in Section 409A payment during the six months beginning on the Date of Termination that would be subject to the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” additional tax imposed under Section 409A of the Internal Revenue Code of 1986, as amended (the “Deferred PaymentsCode”), (i) the payment will not be made to the Executive and instead will be made, at the election of the Firm, either to a trust in compliance with Rev. Proc. 92-64 or an escrow account established to fund such Deferred Payments payments (provided that are otherwise payable within such funds shall be at all times subject to the first six months following creditors of the Termination Date Firm and its affiliates) and (ii) the payment, together with interest thereon at the rate of “prime” plus 1%, will become payable be paid to the Executive on the first business day earlier of the seventh six-month following anniversary of Date of Termination or the Executive’s Termination Date, death or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company disability (within the meaning of Section 409A of the Code). Notwithstanding anything to the contrary hereinSimilarly, except to the extent the Executive would otherwise be entitled to any expensebenefit (other than a cash payment) during the six months beginning on the Date of Termination that would be subject to the additional tax under Section 409A of the Code, reimbursement the benefit will be delayed and will begin being provided (together, if applicable, with an adjustment to compensate the Executive for the delay, with such adjustment to be determined in the Firm’s reasonable good faith discretion) on the earlier of the six-month anniversary of the Date of Termination or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” the Executive’s death or disability (within the meaning of Section 409A of the Code: (x) ). The Firm will establish the amount trust or escrow account, as applicable, no later than ten days after the Executive’s Date of expenses eligible for reimbursement or in-kind Termination. It is the intention of the parties that the payments and benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is could become entitled to be reimbursed shall be made on or before the last day in connection with termination of employment under this Agreement comply with Section 409A of the calendar year following Code. In the calendar year event that the parties determine that any such benefit or right does not so comply, they will negotiate reasonably and in which good faith to amend the applicable expense is incurred, terms of this Agreement such that it complies (in a manner that attempts to minimize the economic impact of such amendment on the Executive and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitFirm).

Section 409A of the Code. Notwithstanding anything herein a. To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive’s termination of employment with the contrary, if Company constitute deferred compensation subject to Section 409A of the Code; (ii) Executive is deemed at the time of his separation from service to be a “specified employee” under Section 409A of the Code; and (iii) at the time of Executive’s separation from service the Company is publicly traded (as defined in Section 409A of Code), then such payments (other than any payments permitted by Section 409A of the Code to be paid within six (6) months of Executive’s separation from service) shall not be made until the earlier of (x) the first day of the seventh month following Executive’s separation from service or (y) the date of Executive’s death following such separation from service. During any period that payment or payments to Executive are deferred pursuant to the foregoing, Executive shall be entitled to interest on the deferred payment or payments at a per annum rate equal to Federal-Funds rate as published in The Wall Street Journal on the date of Executive’s termination of employment with the Company. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the Company has determined that absence of this Agreement Section 12 (together with accrued interest thereon) shall be paid to Executive or Executive’s beneficiary in one lump sum. b. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Executive payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “specified employeeseparation from service” as defined in (within the meaning of Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”Code), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. . c. For purposes of Section 409A of the Code, the right to a series of installment payments each payment under this Agreement shall Sections 8 and 9 (and each other severance plan payment) will be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services payment. d. It is intended that this Agreement comply with the Company within the meaning provisions of Section 409A of the Code. Notwithstanding anything Code and the regulations and guidance of general applicability issued thereunder so as to not subject Executive to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral payment of compensation” within the meaning of additional interest and taxes under Section 409A of the Code: (x) the amount , and in furtherance of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar yearthis intent, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed this Agreement shall be made on or before the last day of the calendar year following the calendar year interpreted, operated and administered in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefita manner consistent with these intentions.

Section 409A of the Code. (a) Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to the Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, and the final regulations and any guidance promulgated thereunder (“Code Section 409A”) (such payments, collectively, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Code Section 409A. (b) Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” within the meaning of Code Section 409A at the time of the Executive's termination (other than due to death), then the Deferred Payments that are payable within the first six (6) months following the Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one day following the date of the Executive’s separation from service. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month dies following the Executive’s Termination Dateseparation from service, or if earlier but prior to the six- (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Executive’s 's death. In the event that payments Each payment and benefit payable under this Agreement are deferred pursuant is intended to this constitute a separate payment for purposes of Section 14(h), then such payments shall be paid at the time specified in this Section 14(h1.409A-2(b)(2) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(hTreasury Regulations. (c) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. 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 will not constitute Deferred Payments Payments. If under this Agreement, an amount is to be paid in two or more installments, for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officersCode Section 409A, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of each installment payments under this Agreement shall be treated as a right separate payment. (d) This Agreement is intended to a series be exempt from the requirements of separate paymentsCode Section 409A or compliant therewith so that none of the payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and references any ambiguities herein will be interpreted accordingly. The Company and the Executive agree to the Executive’s termination of employment shall refer work together in good faith to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant consider amendments to this Agreement does not constitute a “deferral and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement any additional tax or in-kind benefits provided income recognition prior to actual payment to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.under Section 409A.

Section 409A of the Code. (i) The compensation and benefits under this Agreement are intended to comply with or be exempt from the requirements of Section 409A of the Code, and this Agreement will be interpreted and administered in a manner consistent with that intent. The preceding provision, however, shall not be construed as a guarantee by the Company of any particular tax effect to the Participant under this Agreement and shall not constitute an indemnity from the Company to the Participant. (ii) References to “termination of employment” and similar terms used in this Agreement mean, to the extent necessary to comply with Section 409A of the Code, the date that the Participant first incurs a “separation from service” within the meaning of Section 409A of the Code. Each payment under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code. (iii) To the extent any reimbursement provided under this Agreement is includable in the Participant’s income and could be characterized as nonqualified deferred compensation for purposes of Section 409A of the Code, such reimbursements shall be paid to the Participant at the time specified, but not later than December 31 of the year following the year in which the Participant incurs the expense, and shall not be subject to liquidation or exchange for another benefit, and the amount of reimbursable expenses provided in one year shall not increase or decrease the amount of reimbursable expenses to be provided in a subsequent year. (iv) The payment of any “tax gross-up payment” (as defined in Section 409A of the Code), including the Gross-Up Payment, pursuant to this Agreement shall be paid to the Participant in any event no later than the end of the taxable year immediately following the taxable year in which the Participant remits the related taxes. (v) Notwithstanding anything herein in this Agreement to the contrary, if at the time of the Executive’s termination of employment the Participant’s Continuous Service Status with the Company, the Company has determined that the Executive Participant is a “specified employee” as defined in Section 409A of the Code Code, and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payment payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred as a result of such separation from service is required to be delayed by six months pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, then the right to a series Company will make such payment on the date that is six months following the Participant’s separation from service with the Company. The amount of installment such payment will equal the sum of the payments under this Agreement shall be treated as a right to a series of separate payments, and references herein that would have been paid to the Executive’s termination of employment shall refer to ExecutiveParticipant during the six-month period immediately following the Participant’s separation from service had the payment commenced as of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year such date and will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitinclude interest.

Section 409A of the Code. (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent. The Employee’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding anything herein any provision in this Agreement to the contrary, if at the time Employee is deemed on the date of the ExecutiveEmployee’s termination of employment with the Company, the Company has determined that the Executive is separation from service to be a “specified employee” as defined within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A of and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”409A(a)(2)(B), such Deferred Payments that are otherwise payable within payment or benefit shall not be made or provided to the Employee prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s separation from service, and (ii) the date of the Employee’s death. On the first six months following the Termination Date will become payable on the first business day of the seventh (7th) month following the Executive’s Termination Date, or if earlier the date of the ExecutiveEmployee’s separation from service or, if earlier, on the date of the Employee’s death. In the event that , all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then such payments 20 shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability reimbursed to the Executive with respect thereto. Any amount under this Agreement that satisfies Employee in a lump sum, and any remaining payments and benefits due to the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments Employee under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services paid or provided in accordance with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary normal payment dates specified for them herein, except to . (c) To the extent any expensereimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefit provided pursuant benefits is not subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, and (xii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar taxable year. (d) If under this Agreement, (y) the reimbursements for expenses for which the Executive any amount is entitled to be reimbursed paid in two (2) or more installments, each such installment shall be made on or before the last day treated as a separate payment for purposes of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.Section 409A.

Section 409A of the Code. Notwithstanding anything herein a. To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive’s termination of employment with the contrary, if Company constitute deferred compensation subject to Section 409A of the Code; (ii) Executive is deemed at the time of his separation from service to be a “specified employee” under Section 409A of the Code; and (iii) at the time of Executive’s separation from service the Company is publicly traded (as defined in Section 409A of Code), then such payments (other than any payments permitted by Section 409A of the Code to be paid within six (6) months of Executive’s separation from service) shall not be made until the earlier of (x) the first day of the seventh month following Executive’s separation from service or (y) the date of Executive’s death following such separation from service. During any period that payment or payments to Executive are deferred pursuant to the foregoing, Executive shall be entitled to interest on the deferred payment or payments at a per annum rate equal to Federal-Funds rate as published in The Wall Street Journal on the date of Executive’s termination of employment with the Company. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the Company has determined that absence of this Agreement Section 11 (together with accrued interest thereon) shall be paid to Executive or Executive’s beneficiary in one lump sum. b. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Executive payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “specified employeeseparation from service” as defined in (within the meaning of Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”Code), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. . c. For purposes of Section 409A of the Code, the right to a series of installment payments each payment under this Agreement shall Sections 8 and 9 (and each other severance plan payment) will be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services payment. d. It is intended that this Agreement comply with the Company within the meaning provisions of Section 409A of the Code. Notwithstanding anything Code and the regulations and guidance of general applicability issued thereunder so as to not subject Executive to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral payment of compensation” within the meaning of additional interest and taxes under Section 409A of the Code: (x) the amount , and in furtherance of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar yearthis intent, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed this Agreement shall be made on or before the last day of the calendar year following the calendar year interpreted, operated and administered in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefita manner consistent with these intentions.

Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Executive. This Agreement shall be administered and interpreted in a manner consistent with this intent. Each payment hereunder shall be considered a separate payment for purposes of Section 409A of the Code. Notwithstanding anything herein any provision of this Agreement to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee,” as defined determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code Code, on the date of the Executive’s separation from service (within the meaning of Treasury Regulation section 1.409A-1(h)) and if any severance portion of the payments and or benefits to be received by the Executive are considered upon his or her separation from service would constitute a “deferral of compensation” under subject to Section 409A of the Code (Code, then to the “Deferred Payments”)extent necessary to comply with Section 409A of the Code, such Deferred Payments amounts that are would otherwise be payable within pursuant to this Agreement during the first six months six-month period immediately following the Termination Date Executive’s termination of employment will become payable instead be paid or made available on the earlier of (a) the first business day of the seventh month following after the Executive’s Termination Datetermination of employment, or if earlier the date of (b) the Executive’s death. In Notwithstanding the event that payments under foregoing or any other provision of this Agreement are deferred pursuant to this Section 14(h)the contrary, then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees subsidiaries or representatives affiliates shall have be deemed to guarantee any liability to the Executive particular tax result for any Executive, spouse, or beneficiary with respect theretoto any payments provided hereunder. Any amount 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 will not constitute Deferred Payments In addition, for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of phrase “permitted by Section 409A of the Code,” or words of similar import, will mean that the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of event or circumstances that may occur or exist only if permitted by Section 409A of the Code. Notwithstanding anything to Code would not cause the contrary herein, except to the extent any expense, reimbursement identified amount that is deferred or in-kind benefit provided pursuant to payable under this Agreement does not constitute a “deferral to be includable in the gross income of compensation” within the meaning of Executive (or his or her beneficiary) under Section 409A 409A(a)(1) of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time This Agreement shall be construed and administered in accordance with Section 409A of the ExecutiveInternal Revenue Code of 1986, as amended (the “Code”), or an applicable exemption from Code Section 409A. To the extent that any compensation payable under this Agreement constitutes deferred compensation within the meaning of Code Section 409A and the Department of Treasury regulations and other guidance thereunder, (i) any provisions of this Agreement that provide for payment of compensation that is subject to Section 409A and that has payment triggered by the Participant’s termination separation from service other than on account of employment with the CompanyParticipant’s death shall be deemed to provide for payment that is triggered only by the Participant’s “separation from service” within the meaning of Treasury Regulation Section §1.409A-1(h) (a “Section 409A Separation from Service”), (ii) if the Company has determined that the Executive Participant is a “specified employee” as defined in within the meaning of Treasury Regulation Section §1.409A-1(i) on the date of the Participant’s Section 409A Separation from Service (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the Code and any severance payments and benefits “specified employee identification date” that relates to Executive are considered a “deferral the date of compensation” under such Section 409A Separation from Service or in the absence of such rules established by the Code (Company, under the “Deferred Payments”default rules for identifying specified employees under Treasury Regulation Section 1.409A-1(i)), such Deferred Payments that are otherwise payable within compensation triggered by such Section 409A Separation from Service shall be paid to the first Participant six months following the Termination Date will become payable on date of such Section 409A Separation from Service (provided, however, that if the first business day Participant dies after the date of the seventh such Section 409A Separation from Service, this six month following the Executive’s Termination Date, or if earlier delay shall not apply from and after the date of the ExecutiveParticipant’s death. In ); and (iii) to the event extent necessary to comply with Code Section 409A, the definition of change in control that payments applies under Code Section 409A shall apply under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified extent that it is more restrictive than the definition of Change in this Section 14(h) without interestControl that would otherwise apply. The Participant acknowledges and agrees that the Company shall consult with the Executive in good faith has made no representation regarding the implementation tax treatment of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount payment under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth and, notwithstanding anything else in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled , that the Participant is solely responsible for all taxes due with respect to any payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitAgreement.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined 1. It is intended that the Executive is a “specified employee” as defined in provisions of this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Notwithstanding the foregoing, the Company shall have no liability with regard to any severance payments and failure to comply with Code Section 409A so long as it has acted in good faith with regard to compliance therewith. 2. If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. 3. 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 to Executive are considered upon or following a termination of employment unless such termination is also a “deferral Separation from Service” within the meaning of compensationCode 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. 4. If Executive is deemed on the date of termination of his employment to be a “specified employee”, within the meaning of that term under Section 409A 409A(a)(2)(B) of the Code (and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then: a. With regard to any payment, the providing of any benefit or any distribution of equity upon separation from service that constitutes “Deferred Payments”)deferred compensation” subject to Code Section 409A, such Deferred Payments that are otherwise payable within payment, benefit or distribution shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s Separation from Service or (ii) the date of the Executive’s death; and b. On the first six months following the Termination Date will become payable on the first business day of the seventh month following the date of Executive’s Termination DateSeparation from Service or, or if earlier earlier, on the date of the Executive’s his death. In the event that , (x) all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then VIII(G)(4) (whether they would otherwise have been payable in a single sum or in installments in the absence of such payments delay) shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with or reimbursed to the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provideda lump sum, that neither the Company nor and any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment remaining payments and benefits due under this Agreement shall be treated paid or provided in accordance with the normal dates specified from them herein and (y) all distributions of equity delayed pursuant to this Section VIII(G)(4) shall be made to Executive. 5. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as a permitted by Code Section 409A, (i) the right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant benefits shall not be subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, (xii) the amount of expenses eligible for reimbursement reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar taxable year, provided that the foregoing clause (yii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the reimbursements for Code solely because such expenses for which are subject to a limit related to the Executive period the arrangement is entitled to be reimbursed in effect and (iii) such payments shall be made on or before the last day of the calendar Executive’s taxable year following the calendar taxable year in which the applicable expense is incurredoccurred. 6. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., and “payment shall be made within thirty (z30) days following the right to date of termination), the actual date of payment or reimbursement or in-kind benefits hereunder may not within the specified period shall be liquidated or exchanged for any other benefitwithin the sole discretion of the Company.

Section 409A of the Code. Notwithstanding anything herein to The Company intends that the contrary, if at the time of the Executive’s termination of employment Performance Shares will be exempt from or comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under and this Agreement shall be treated as a right to a series of separate paymentsinterpreted and administered in accordance with such intent. In particular, and references herein to the Executive’s extent required to comply with Section 409A of the Code and notwithstanding any other provision of this Agreement to the contrary: (a) the phrase “termination of employment employment” or words of similar import shall refer to Executive’s mean my “separation of services from service” with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute ; (b) if I am a “deferral specified employee” at the time of compensationmy separation from service with the Company (as determined by the Company in accordance with Section 409A of the Code), then any Performance Shares and related dividend equivalent amount otherwise payable as a result of my separation from service shall be paid within thirty (30) days after the first business day which is at least six (6) months after my separation from service (or if earlier, within 60 days after my death); and (c) any vested Performance Shares and related dividend equivalent amount otherwise payable under Section 13(b) hereof as a result of a Change of Control shall not be paid at such time unless the Change of Control qualifies as a “change in control event” within the meaning of Section 409A of the Code and the Treasury Regulations thereunder and payment at such time is otherwise permitted without the imposition of additional tax under Section 409A of the Code: (x) the , and if payment of Performance Shares that become vested upon a Change of Control is not so permitted, payment of such vested Performance Shares and related dividend equivalent amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before within thirty (30) days after the earlier of the last day of the calendar year following Performance Period or the calendar year in which date of my separation from service (subject to any six-month delay required to comply with Section 409A of the applicable expense Code if I am a specified employee as provided herein). Although the Company will use reasonable efforts to avoid the imposition of taxation, interest and penalties under Section 409A of the Code, the tax treatment of the Performance Shares is incurrednot warranted or guaranteed. I expressly acknowledge and agree that neither the Company, and (z) the right to payment its subsidiaries nor their respective directors, officers, employees or reimbursement or in-kind benefits hereunder may not advisers shall be liquidated or exchanged held liable for any taxes, interest, penalties or other benefitmonetary amounts owed by me (or any other individual claiming a benefit through me) as a result of this Agreement or the Performance Shares granted hereunder.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the ExecutiveChairman’s termination of employment service with the Company, the Company has determined that the Executive Chairman is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive Chairman are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date termination date will become payable on the first business day of the seventh month following the ExecutiveChairman’s Termination Datetermination date, or if earlier the date of the ExecutiveChairman’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h11(h), then such payments shall be paid at the time specified in this Section 14(h11(h) without interest. The Company shall consult with the Executive Chairman in good faith regarding the implementation of the provisions of this Section 14(h11(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive Chairman with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officersnon-employee directors, will nonetheless be paid to Executive Chairman on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the ExecutiveChairman’s termination of employment service shall refer to ExecutiveChairman’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive Chairman during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive Chairman in any other calendar year, (y) the reimbursements for expenses for which the Executive Chairman is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. a. Although the Company does not guarantee the tax treatment of any payments under the Agreement, the intent of the Parties is that the payments and benefits under this Agreement be exempt from, or comply with, Section 409A of the Code and all Treasury Regulations and guidance promulgated thereunder (“Code Section 409A”) and to the maximum extent permitted the Agreement shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company or its affiliates or their respective officers, directors, employees or agents be liable for any additional tax, interest or penalties that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. b. Notwithstanding anything herein any other provision of this Agreement to the contrary, to the extent that any reimbursement of expenses constitutes “deferred compensation” under Code Section 409A, such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year. c. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Whenever a payment under this Agreement may be paid within a specified period, the actual date of payment within the specified period shall be within the sole discretion of the Company. d. Notwithstanding any other provision of this Agreement to the contrary, if at the time of the Executive’s termination of employment with the Companyseparation from service (as defined in Code Section 409A), the Company has determined that the Executive is a “specified employee” as defined in Specified Employee”, then the Company will defer the payment or commencement of any nonqualified deferred compensation subject to Code Section 409A payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six (6) months following separation from service or, if earlier, the earliest other date as is permitted under Code Section 409A (and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the expiration of the Code and any severance payments and benefits to six (6) month period or such shorter period, if applicable). Executive are considered will be a “deferral Specified Employee” for purposes of compensation” under Section 409A of the Code (the “Deferred Payments”)this Agreement if, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In separation from service, Executive is an individual who is, under the event that payments under this Agreement are deferred pursuant method of determination adopted by the Company designated as, or within the category of employees deemed to this be, a “Specified Employee” within the meaning and in accordance with Treasury Regulation Section 14(h1.409A-1(i), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with determine in its sole discretion all matters relating to who is a “Specified Employee” and the Executive in good faith regarding the implementation application of and effects of the provisions of change in such determination. e. Notwithstanding anything in this Section 14(h) provided, that neither the Company nor any of its employees Agreement or representatives shall have any liability elsewhere to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officerscontrary, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer not be deemed to Executive’s separation have occurred for purposes of services with the Company within the meaning any provision of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not providing for the payment of any amounts or benefits that constitute a “deferral of non-qualified deferred compensation” within the meaning of Code Section 409A upon or following a termination of the Code: (x) Executive’s employment unless such termination is also a “separation from service” within the amount meaning of expenses eligible Code Section 409A and, for reimbursement purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or in-kind benefits provided to like terms shall mean “separation from service” and the Executive during any calendar year will not affect the amount date of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed such separation from service shall be made on or before the last day date of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to termination for purposes of any such payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitbenefits.

Section 409A of the Code. Notwithstanding anything herein any other provision of this Agreement to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive Employee is a “specified employee” as defined in within the meaning of Code Section 409A of and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A if such payment or benefit is paid within six months after the Employee’s “separation from service” (within the meaning of the Code (the “Deferred Payments”Section 409A), then such Deferred Payments payment or benefit required under this Agreement shall not be paid (or commence) during the six-month period immediately following the Employee’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that are would otherwise payable within have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to the Employee in a lump-sum cash payment on the earlier of (i) the first six months following the Termination Date will become payable on the first business day regular payroll date of the seventh month following the ExecutiveEmployee’s Termination Date, separation from service or if earlier (ii) the date of 10th business day following the ExecutiveEmployee’s death. In If the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the ExecutiveEmployee’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement hereunder does not constitute a “deferral of compensationseparation from service” within the meaning of Code Section 409A, then any amounts payable hereunder on account of a termination of the Employee’s employment and which are subject to Code Section 409A shall not be paid until the Employee has experienced a “separation from service” within the meaning of the Code: (x) the amount of expenses eligible Code Section 409A. In addition, no right to reimbursement hereunder or otherwise may be liquidated or exchanged for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for benefit and any reimbursement to which the Executive Employee is entitled to be reimbursed hereunder shall be made on or before later than the last day of the calendar year following the calendar year in which such expenses were incurred.” 9. Except as amended hereby, the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitEmployment Agreement shall continue in effect in accordance with its terms.

Section 409A of the Code. a. To the extent applicable, it is intended that any amounts payable under this Agreement shall either be exempt from Section 409A of the Code or shall comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not to subject Employee to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding anything herein the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code. b. Notwithstanding any provisions of this Agreement to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive Employee is a “specified employee” as defined in (within the meaning of Section 409A of the Code and the regulations adopted thereunder) at the time of Employee’s separation from service and if any severance portion of the payments and or benefits to Executive are be received by Employee upon separation from service would be considered a “deferral of compensation” deferred compensation under Section 409A of the Code and the regulations adopted thereunder (the “Nonqualified Deferred PaymentsCompensation”), such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Payments Compensation and benefits that are would otherwise payable within be provided pursuant to this Agreement during the first six months six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the Termination Date will become payable on earlier of (i) the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the ExecutiveEmployee’s separation from service and (ii) Employee’s death. In Notwithstanding anything in this Agreement to the event that payments contrary, distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (as determined in accordance with Section 409A of the Code and the regulations adopted thereunder). Each payment under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation regarded as a “separate payment” and not of the provisions a series of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code. c. Except as otherwise specifically provided in this Agreement, if any reimbursement to which the right to a series of installment payments Employee is entitled under this Agreement shall be treated as a right would constitute deferred compensation subject to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to , the contrary hereinfollowing additional rules shall apply: (i) the reimbursable expense must have been incurred, except to as otherwise expressly provided in this Agreement, during the extent any expense, reimbursement or in-kind benefit provided pursuant to term of this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: Agreement; (xii) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar taxable year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar taxable year, ; (yiii) the reimbursements for expenses for which the Executive is entitled to be reimbursed reimbursement shall be made on or before as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policy, but in no event later than the last day of the calendar Employee’s taxable year following the calendar taxable year in which the applicable expense is was incurred, ; and (ziv) the right Employee’s entitlement to payment or reimbursement or in-kind benefits hereunder may shall not be liquidated subject to liquidation or exchanged exchange for any other another benefit.

Section 409A of the Code. Notwithstanding anything herein This Agreement is intended in all respects to comply with the contrary, if at the time provisions of Section 409A of the Executive’s termination Code and in particular, those provisions of employment Section 409A dealing with the Company, the Company has determined that the Executive is distributions. This Agreement shall be interpreted and applied in a “specified employee” as defined in manner consistent with Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments ambiguity shall be paid at the time specified resolved in this Section 14(h) without interest. The Company shall consult favor of compliance with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything In the event any payments or benefits pursuant to the contrary herein, except other provisions of this Agreement would result in the imposition on the Executive of any additional taxes or interest pursuant to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning provisions of Section 409A of the Code: (x) Code and final Treasury Regulations, Internal Revenue Service guidance or other provisions of law, the amount of expenses eligible for reimbursement or in-kind such payments shall be appropriately and equitably adjusted in order that the Executive may receive the same economic benefits as provided under this Agreement and in compliance with Section 409A of the Code and without the imposition on the Executive of any additional taxes and interest thereunder. Any payments to the Executive under this Agreement which Section 409A(a)(2)(B)(i) of the Code indicates may not be made before the date which is six months after the date of Executive’s separation from employment service (the “Section 409A Six-Month Waiting Period”) shall not be made during any calendar year will not affect the Section 409A Six-Month Waiting Period but rather shall be delayed and shall be paid upon the expiration of the Section 409A Six-Month Waiting Period. In particular, with respect to severance payments provided for under Section 3(a)(ii) of this Agreement, such severance payments that would otherwise be paid during the Section 409A Six-Month Waiting Period shall be paid in lump sum upon the expiration of the Section 409A Six-Month Waiting Period, together with simple interest on the amount of expenses eligible for reimbursement each deferred payment at the short term applicable federal rate as of the date of termination of employment. For purposes of this Agreement, “termination of employment,” “separation from service” or in-kind benefits provided to similar language means separation from service by the Executive in any other calendar year, (y) from the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged Company for any other benefitreason whatsoever within the meaning of Code Section 409A and Treasury Regulation § 1.409A-1(h).

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time The Company intends that each Award of the Executive’s termination of employment Deferred Share Units will comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under and this Award Agreement shall be treated interpreted and administered in accordance with such intent. In particular, and notwithstanding any other provision of this Award Agreement to the contrary: (a) the phrase “termination of services as a right to a series Director” or words of separate payments, and references herein to similar import shall mean the ExecutiveGrantee’s termination of employment shall refer to Executive’s “separation of services from service” with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to ; (b) if the contrary hereinGrantee is a “specified employee” at the time of his or her “separation from service” with the Company (as determined by the Company in accordance with Section 409A of the Code), except then, to the extent necessary to comply with Section 409A of the Code, Deferred Share Units otherwise payable as a result of the Grantee’s separation from service shall be paid within thirty (30) days after the first business day which is at least six (6) months after the Grantee’s separation from service (or if earlier, within 30 days after the Grantee’s death); and (c) any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does Deferred Share Units otherwise payable as a result of a Change in Control shall not constitute be paid at such time unless the Change in Control qualifies as a “deferral of compensationchange in control event” within the meaning of Section 409A of the Code and the Treasury Regulations thereunder. Although the Company will use reasonable efforts to avoid the imposition of taxation, interest and penalties under Section 409A of the Code: , the tax treatment of the Deferred Share Units is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the Grantee (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (yindividual claiming a benefit through the Grantee) as a result of this Award Agreement or the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitDeferred Share Units granted hereunder.

Section 409A of the Code. Notwithstanding anything herein a. The Award is intended to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of qualify for the “short-term deferral” rule set forth in exception under Section 1.409A-1(b)(4) 409A of the Treasury Regulations will not constitute Deferred Payments for purposes of this AgreementCode. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made To the extent that the Award is construed to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer nonqualified deferred compensation subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right Company shall use its reasonable efforts to operate, administer, construe and interpret this Agreement in a series manner that minimizes adverse tax consequences to the Participant and is consistent with the requirements of installment payments Section 409A of the Code. Each payment of compensation under this Agreement shall be treated as a right to a series separate payment of separate paymentscompensation. In no event may the Participant, and references herein directly or indirectly, designate the calendar year of any payment or distribution under this Agreement. Notwithstanding any other provision of the Plan or this Agreement to the Executive’s termination of employment shall refer to Executive’s separation of services with contrary, if the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute Participant is a “deferral of compensationspecified employee” within the meaning of Section 409A of the Code: Code (xas determined in accordance with the methodology established by the Company), amounts that constitute “nonqualified deferred compensation” subject to Section 409A of the Code that would otherwise be payable by reason of the Participant's Termination of Service during the six (6)-month period immediately following such Termination of Service shall instead be paid or provided on the first business day following the date that is six (6) months following the amount Participant’s Termination of expenses eligible for reimbursement or in-kind benefits provided Service. If the Participant dies following the Termination of Service and prior to the Executive during payment of any calendar year will not affect amounts delayed on account of Section 409A of the amount of expenses eligible for reimbursement or in-kind benefits provided Code, such amounts shall be paid to the Executive in any other calendar year, designated beneficiary of the Participant pursuant to Section 13(f) of the Plan within forty-five (y45) days following the reimbursements for expenses for which date of the Executive is entitled to be reimbursed Participant's death. b. This Agreement shall be made subject to amendment, with or without advance notice to the Participant, and on a prospective or before retroactive basis, including, but not limited to, amendment in a manner that adversely affects the last day rights of the calendar year following Participant, to the calendar year extent necessary to effect compliance with Section 409A of the Code. Notwithstanding anything contained in which this Agreement or the applicable expense is incurredPlan, and (z) the right Company shall have no liability whatsoever for or in respect of any decision to payment take action to attempt to comply with Section 409A of the Code, any omission to take such action or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for the failure of any other benefitsuch action taken by the Company to so comply.

Section 409A of the Code. Notwithstanding anything herein a. The Restricted Stock Units are intended to comply with or be exempt from the contrary, if at the time requirements of Section 409A of the Executive’s termination of employment Code. The Plan and this Award Agreement shall be administered and interpreted in a manner consistent with the Company, this intent. If the Company has determined determines that the Executive this Award Agreement is a “specified employee” as defined in subject to Section 409A of the Code and any severance payments that it does not comply with or is inconsistent with the applicable requirements, the Company may, in its sole discretion, and benefits without your consent, amend this Award Agreement to Executive are considered a “deferral of compensation” under cause it to comply with Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of exempt from Section 409A of the Code. b. Notwithstanding any provision of this Award Agreement to the contrary, in the right to a series event that any settlement or payment of installment payments under this Agreement shall be treated the Restricted Stock Units occurs as a right to a series result of separate payments, and references herein to the Executive’s your termination of employment shall refer to Executive’s separation of services with and the Company determines that you are a “specified employee” (within the meaning of Section 409A of the Code. Notwithstanding anything ) subject to Section 409A of the contrary hereinCode at the time of your termination of employment, except to the extent any expense, reimbursement and provided further that such payment or in-kind benefit provided pursuant to this Agreement settlement does not constitute otherwise qualify for an applicable exemption from Section 409A of the Code, then no such settlement or payment shall be paid to you until the date that is the earlier to occur of: (i) your death, or (ii) six (6) months and one (1) day following your termination of employment. Any portion of the Restricted Stock Units where settlement is delayed as a result of the foregoing, which is (i) in whole or in part, settled in cash and (ii) based on the value of a Share, shall be based on the value of a Share at the time the Restricted Stock Units otherwise would have been settled or paid without application of the delay described in the foregoing sentence. If the Restricted Stock Units do not otherwise qualify for an applicable exemption from Section 409A of the Code, the terms “Retirement,” “terminate,” “termination,” “termination of employment,” and variations thereof as used in this Award Agreement are intended to mean a “deferral separation from service” as such term is defined under Section 409A of compensation” within the meaning Code. c. Although this Award Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Section 409A of the Code: (x) , the amount Company does not represent or warrant that this Award Agreement or the payments provided hereunder will comply with Section 409A of expenses eligible for reimbursement the Code or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar yearprovisions of federal, (y) state, local, or non-U.S. law. Neither the reimbursements for expenses for which the Executive is entitled to be reimbursed Company, its Subsidiaries, your Employer or their respective directors, officers, employees or advisers shall be made on liable to you (or before any other individual claiming a benefit through you) for any tax, interest, or penalties you may owe as a result of compensation paid under this Award Agreement, and the last day Company, its Affiliates and your Employer shall have no obligation to indemnify or otherwise protect you from the obligation to pay any taxes pursuant to Section 409A of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitCode.

Section 409A of the Code. Notwithstanding anything herein The Agreement is intended to comply with the contrary, if at the time requirements of Section 409A of the Internal Revenue Code of 1986, as amended, or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and Executive mutually intend to structure the payments and benefits described in this Agreement, and Executive’s termination of employment other compensation, to be exempt from or to comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in requirements of Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect theretoextent applicable. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for Each payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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 separate payment for purposes of Section 409A of the Code. In no event, other than making a series permissible deferral election under Section 409A of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services Code in accordance with the terms of a Company nonqualified deferred compensation plan, may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code. Notwithstanding anything to Code shall be made or provided in accordance with the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning requirements of Section 409A of the Code: , including, without limitation, that (xi) in no event shall reimbursements by the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall Company under this Agreement be made on or before later than the last day end of the calendar year next following the calendar year in which the applicable expense is fees and expenses were incurred, provided, that Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (zii) the right to payment or reimbursement or amount of in-kind benefits hereunder and the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the amount the Company is obligated to pay or provide in any other calendar year; (iii) Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than Executive’s remaining lifetime (or if longer, through the 20th anniversary of the Effective Date). Within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to Executive, in order to cause the provisions of the Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on Executive pursuant to Section 409A of the Code. The Parties acknowledge that, following the Merger and prior to an IPO, Executive will not be a “specified employee” for purposes of Section 409A of the Code.

Section 409A of the Code. 4.1 Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to 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 Code (together, the “Deferred Compensation Separation Benefits”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. 4.2 Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” 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, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if at Executive dies following Executive’s separation from service, but prior to the time six (6) month anniversary of the Executive’s termination of employment separation from service, then any payments delayed in accordance with the Company, the Company has determined that the Executive is this paragraph will be payable in a “specified employee” lump sum as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier soon as administratively practicable after the date of the Executive’s deathdeath and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. In the event that payments Each payment and benefit payable under this Agreement are deferred pursuant is intended to this constitute separate payments for purposes of Section 14(h), then such payments shall be paid at the time specified in this Section 14(h1.409A-2(b)(2) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Treasury Regulations. 4.3 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 will not constitute Deferred Payments Compensation Separation Benefits for purposes of clause (a) above. 4.4 Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Compensation Separation Benefits for purposes of clause (a) above. For purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, “Section 409A Limit” will nonetheless be mean the lesser of two (2) times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive on or before March 15th during the Executive’s taxable year preceding Executive’s taxable year of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Executive’s separation of services with the Company within the meaning of Section 409A 401(a)(17) of the Code. Notwithstanding anything to Code for the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense Executive’s employment is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitterminated.

Section 409A of the Code. Notwithstanding anything herein This Agreement and the Award are intended to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, be exempt from or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies meet the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement as applicable, and shall be treated as interpreted and construed consistent with that intent and each settlement hereunder shall be considered a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning payment for purposes of Section 409A of the Code. Notwithstanding anything to the contrary hereinany other provisions of this Agreement, except to the extent that the right to any expenseissuance of Shares or payment to Grantee hereunder provides for non-qualified deferred compensation within the meaning of Section 409A(d)(1) of the Code that is subject to Section 409A of the Code, reimbursement the issuance or in-kind benefit provided pursuant to this Agreement does not constitute payment shall be made in accordance with the following: If Grantee is a “deferral of compensationspecified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of Grantee’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code (the “Separation Date”), then no such issuance of Shares or payment shall be made during the period beginning on the Separation Date and ending on the date that is six months following the Separation Date or, if earlier, on the date of Grantee’s death, if the earlier making of such issuance of Shares or payment would result in tax penalties being imposed on Grantee under Section 409A of the Code: (x) the . The amount of expenses eligible for reimbursement any issuance of Shares or in-kind benefits provided to the Executive payment that would otherwise be made during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed this period shall instead be made on the first business day following the date that is six months following the Separation Date or, if earlier, the date of Grantee’s death. If the Grantee is subject to an employment or before other agreement that specifies a time and form of payment that differs from the last day time and form of payment set forth in Exhibit B, then this Award shall be settled in accordance with such employment or other agreement to the extent required to comply with Section 409A of the calendar year following Code in a manner permissible under the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitPlan.

Section 409A of the Code. Notwithstanding anything herein (a) This Agreement is intended to the contrarycomply with, if at the time of the Executive’s termination of employment with the Companyor be exempt from, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and will be interpreted accordingly. Notwithstanding anything in this Agreement ​ to the contrary, any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments references under this Agreement are deferred pursuant to this Section 14(h)the termination of Executive’s appointment as an officer of the Company, then such payments or “Termination Date” shall be paid at deemed to refer to the time specified in this Section 14(h) without interestdate upon which Executive has experienced a Separation from Service. The Company shall consult with It is the Executive in good faith regarding the implementation intent of the provisions of this Section 14(h) provided, Parties that neither the Company nor any of its employees all compensation and benefits payable or representatives shall have any liability provided to the Executive with respect thereto. Any amount (whether under this Agreement that satisfies or otherwise) shall fully comply with the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Accordingly, Company agrees that it will not, without Executive’s prior written consent, take any action inconsistent with this Agreement that would result in the imposition of tax, interest and/or penalties upon Executive under Section 409A of the Code. ​ (b) Notwithstanding anything any provision in this Agreement or elsewhere to the contrary hereincontrary, except if upon a termination of employment Executive is deemed to be a “specified employee” within the extent meaning of Section 409A using the identification methodology selected by Company from time to time, or if none, the default methodology under Section 409A, any expense, reimbursement payments or in-kind benefit provided pursuant to this Agreement does not constitute benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A shall be delayed and paid or provided (or commence, in the case of installments) on the first payroll date on or following the earlier of (i) the date which is six (6) months and one (1) day after Executive’s termination of employment for any reason other than death (the “Delayed Payment Date”), and (ii) the date of Executive’s death, and any remaining payments and benefits shall be paid or provided in accordance with the normal payment dates specified for such payment or benefit; provided, that, payments or benefits that qualify as short-term deferral (within the meaning of Section 409A and Final Treasury Regulations Section 1.409A-1(b)(4)) or involuntary separation pay (within the meaning of Section 409A and Final Treasury Regulations Section 1.409A-1(b)(9)(iii)(A)) and are otherwise permissible under Section 409A and the Final Treasury Regulations, shall not be subject to such six-month delay. On the Delayed Payment Date, Company will pay to Executive a lump sum equal to all amounts that would have been paid during the period of the Code: (x) delay if the delay were not required plus interest on such amount at a rate equal to the short-term applicable federal rate then in effect, and will thereafter continue to pay Executive the Severance Payment in installments in accordance with this Section. Additionally, to the extent that Executive’s receipt of expenses eligible for reimbursement or any in-kind benefits provided from Company or its Affiliates must be delayed pursuant to this Section 6(b), Executive may elect to instead purchase and receive such benefits during the period in which the provision of benefits would otherwise be delayed by paying Company or its Affiliates, as applicable, for the fair market value of such benefits (as determined by Company in good faith) during such period. Any amounts paid by the Company pursuant to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to preceding sentence shall be reimbursed to Executive (with interest thereon) as described above on the date that is six (6) months following Executive’s Separation From Service. ​ (c) Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code. (d) To the extent that any payment hereunder is subject to Section 409A of the Code and may be payable in one of two calendar years, payment shall be made on in the later year. ​ ​ (e) In the event that either Executive or before the last day Company’s senior management becomes aware that any provision of this Agreement violates Section 409A of the calendar year following Code, the calendar year Parties will meet and confer regarding such issues and will engage in which good faith discussions regarding whether and how the applicable expense is incurredAgreement can be modified so as to minimize the likelihood of a Section 409A violation while providing Executive with financial terms substantially commensurate to those set forth in this Agreement. ​ (f) Notwithstanding the foregoing, the Company and (z) the right Partnership make no representations or warranties and will have no liability to payment Executive or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but not to satisfy the conditions of Section 409A of the Code. ​

Section 409A of the Code. (a) The compensation and benefits under this Agreement are intended to comply with or be exempt from the requirements of Section 409A of the Code, and this Agreement will be interpreted and administered in a manner consistent with that intent. The preceding provision, however, shall not be construed as a guarantee by the Company of any particular tax effect to the Executive Officer under this Agreement. The Company shall not be liable to the Executive Officer if any payment made under this Agreement that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. (b) References to “termination of employment” and similar terms used in this Agreement mean, to the extent necessary to comply with Section 409A of the Code, the date that the Executive Officer first incurs a “separation from service” within the meaning of Section 409A of the Code. Each payment under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code. (c) The bonus referred to Section 4(b) of this Agreement shall be paid on a timely basis upon official close of the fiscal year, but in no event later than March 15th of the year following the year over which the bonus is earned. (d) To the extent any reimbursement provided under this Agreement is includable in the Executive Officer’s income, such reimbursements shall be paid to the Executive Officer not later than December 31st of the year following the year in which the Executive Officer incurs the expense and the amount of reimbursable expenses provided in one year shall not increase or decrease the amount of reimbursable expenses to be provided in a subsequent year. (e) Notwithstanding anything herein in this Agreement to the contrary, if at the time of the ExecutiveExecutive Officer’s termination of employment separation from service with the Company, the Company has determined that the Executive Officer is a “specified employee” as defined in Section 409A of the Code Code, and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payment payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred as a result of such separation from service is required to be delayed by six months pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, then the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to Company will make such payment on the Executive’s termination of employment shall refer to Executivedate that is six months following the Executive Officer’s separation of services from service with the Company within Company. The amount of such payment will equal the meaning of Section 409A sum of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided payments that would have been paid to the Executive Officer during any calendar year the six-month period immediately following the Executive Officer’s separation from service had the payment commenced as of such date and will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitinclude interest.

Section 409A of the Code. Notwithstanding anything herein (a) This Letter Agreement is intended to comply with, or meet the contrary, if at the time requirements of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” an exemption under Section 409A of the Code (Code, and will be interpreted and construed consistent with that intent. For purposes of determining timing of payment of any nonqualified deferred compensation under this Letter Agreement, the terms “Deferred Payments”), such Deferred Payments terminate,” “terminated” and “termination” mean a termination of your employment that are otherwise payable constitutes a “separation from service” within the first six months following the Termination Date will become payable on the first business day meaning of the seventh month following the Executive’s Termination Date, or if earlier the date default rules of Section 409A of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeitureCode. For purposes of Section 409A of the Code, the your right to a series of receive any installment payments under pursuant to this Letter Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Letter Agreement specifies a payment period with reference to a number of days, and references herein to the Executive’s termination actual date of employment shall refer to Executive’s separation of services with the Company payment within the meaning of Section 409A specified period shall be within the sole discretion of the Code. Employer. (b) Notwithstanding anything to the contrary hereinany other provision of this Letter Agreement, except to the extent that the right to any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A 409A(d)(l) of the Code: , the payment will be paid (xor provided) in accordance with the following: (i) If you are a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of your termination of employment, then no such payment shall be made or commence during the period beginning on the date of termination and ending on the date that is six (6) months following the date of termination or, if earlier, on the date of your death. Upon the expiration of the foregoing delay period, the amount of any payment that would otherwise be paid to you during the delay period will instead be paid in a lump sum on the fifteenth (15th) day of the first calendar month following the end of the period, and any remaining payments and benefits due under this Letter Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (ii) Payments with respect to reimbursements of expenses, business club memberships, financial planning expenses, relocation expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed legal fees shall be made on or before the last day of the calendar year following the calendar year in which the applicable relevant expense is incurred, and (z) . The amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year. Any right to payment or any reimbursement or in-kind benefits hereunder may shall not be liquidated subject to liquidation or exchanged exchange for another benefit. (iii) Payments under this Letter Agreement shall not be subject to offset by any other benefitamount unless otherwise permitted by Section 409A of the Code.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time The Company intends that each Award of the Executive’s termination of employment Performance Shares will be exempt from or comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under and this Award Agreement shall be treated as a right to a series of separate paymentsinterpreted and administered in accordance with such intent. In particular, and references herein notwithstanding any other provision of this Award Agreement to the Executive’s contrary: (a) the phrase “termination of employment or other service” or words of similar import shall refer to Executivemean the Grantee’s “separation of services from service” with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to ; (b) if the contrary hereinGrantee is a “specified employee” at the time of his or her “separation from service” with the Company (as determined by the Company in accordance with Section 409A of the Code), except then, to the extent necessary to comply with Section 409A of the Code, any expensePerformance Shares otherwise payable as a result of the Grantee’s separation from service shall be paid within thirty (30) days after the first business day which is at least six (6) months after the Grantee’s separation from service (or if earlier, reimbursement or in-kind benefit provided pursuant within 70 days after the Grantee’s death); and (c) to this Agreement does the extent required to comply with Section 409A of the Code, any Performance Shares otherwise payable as a result of a Change in Control shall not constitute be paid at such time unless the Change in Control qualifies as a “deferral of compensationchange in control event” within the meaning of Section 409A of the Code: Code and the Treasury Regulations thereunder and payment at such time is otherwise permitted without the imposition of additional tax under Section 409A of the Code (x) the amount and if payment of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year Performance Shares that become vested upon a Change in Control is not so permitted, payment of such vested Performance Shares will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day earlier of the calendar year following Vesting Date or within 70 days after the calendar year in which Grantee’s separation from service (subject to any six-month delay required for a specified employee as provided herein)). Although the applicable expense Company will use reasonable efforts to avoid the imposition of taxation, interest and penalties under Section 409A of the Code, the tax treatment of the Performance Shares is incurrednot warranted or guaranteed. Neither the Company, and (z) the right to payment its Subsidiaries nor their respective directors, officers, employees or reimbursement or in-kind benefits hereunder may not advisers shall be liquidated or exchanged held liable for any taxes, interest, penalties or other benefitmonetary amounts owed by the Grantee (or any other individual claiming a benefit through the Grantee) as a result of this Award Agreement or the Performance Shares granted hereunder.

Section 409A of the Code. Notwithstanding other provisions of this Agreement, this Cash Award shall not be granted, deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a Participant. In the event that it is reasonably determined by the Committee that, as a result of Section 409A of the Code, payments in respect of the Cash Award granted under this Agreement may not be made at the time contemplated by the terms of this Agreement without causing the Participant to be subject to taxation under Section 409A of the Code, the Company will make such payment on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. References under this Agreement to the Participant’s termination of employment shall be deemed to refer to the date upon which the Participant has experienced a “separation from service” within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, (a) if at the time of the ExecutiveParticipant’s termination of employment separation from service with any Service Recipient the Company, the Company has determined that the Executive Participant is a “specified employee” as defined in Section 409A of the Code Code, and any severance payments and benefits to Executive are considered a “the deferral of compensation” the commencement of any payments or benefits otherwise payable hereunder as a result of such separation from service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s separation from service with all Service Recipients (or the “Deferred Payments”earliest date as is permitted under Section 409A of the Code), if such Deferred Payments that are otherwise payment or benefit is payable within upon a termination of employment and (b) if any other payments of money or other benefits due to the first six months following Participant hereunder would cause the Termination Date will become payable on the first business day application of an accelerated or additional tax under Section 409A of the seventh month following Code, such payments or other benefits shall be deferred, if deferral will make such payment or other benefits compliant under Section 409A of the Executive’s Termination DateCode, or if earlier otherwise such payment or other benefits shall be restructured, to the date of minimum extent necessary, in a manner, reasonably determined by the Executive’s death. In Committee, that does not cause such an accelerated or additional tax or result in an additional cost to the event that payments under this Agreement are deferred pursuant to this Section 14(h), then Company (without any reduction in such payments shall be or benefits ultimately paid at or provided to the time specified in this Section 14(h) without interestParticipant). The Company shall consult with the Executive in good faith regarding the implementation of use commercially reasonable efforts to implement the provisions of this Section 14(h) provided, 7 in good faith; provided that neither the Company Company, the Board, the Committee nor any of its employees the Company’s employees, directors or representatives shall have any liability to the Executive Participants with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit7.

Section 409A of the Code. Notwithstanding anything herein The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the contrarymaximum extent permitted, if at the time of the this Agreement shall be construed and interpreted in accordance with such intent. Executive’s termination of employment with (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the Companymeaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (a) Notwithstanding any provision to the contrary in this Agreement, the Company has determined that the if Executive is deemed on the date of Executive’s termination to be a “specified employee” as defined within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A of and the regulations issued thereunder that is payable due to Executive’s separation from service, to the extent required to be delayed in compliance with Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”409A(a)(2)(B), such Deferred Payments that are otherwise payable within payment or benefit shall not be made or provided to Executive prior to the earlier of (i) the expiration of the six (6) month period measured from the date of Executive’s separation from service, and (ii) the date of Executive’s death. On the first six months following the Termination Date will become payable on the first business day of the seventh month following the date of Executive’s Termination Dateseparation from service or, or if earlier earlier, on the date of the Executive’s death. In the event that , all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then such payments 16(a) shall be paid or reimbursed to Executive in a lump sum plus interest credited from the date of Executive’s separation from service to the date of payment at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferralapplicable federal rate” rule set forth provided for in Section 1.409A-1(b)(47872(f)(2)(A) of the Treasury Regulations will not constitute Deferred Payments for purposes Code in effect as of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officersthe date of such separation from service, will nonetheless be paid and any remaining payments and benefits due to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services paid or provided in accordance with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary normal payment dates specified for them herein, except to . (b) To the extent any expensereimbursement of costs and expenses provided for under this Agreement constitutes taxable income to Executive for Federal income tax purposes, such reimbursements shall be made no later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefit provided pursuant benefits is not subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, (xii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar taxable year, (y) . Any tax gross-ups provided for under this Agreement shall in no event be paid to Executive later than the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day December 31 of the calendar year following the calendar year in which the applicable expense taxes subject to gross-up are incurred or paid by Executive. (c) If any amount under this Agreement is incurredto be paid in two or more installments, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not for purposes of Code Section 409A each installment shall be liquidated or exchanged for any other benefittreated as a separate payment.

Section 409A of the Code. Notwithstanding anything herein any provision to the contrarycontrary in this Agreement, if at the time Employee is deemed on the date of his “separation from service” (within the Executive’s termination meaning of employment Treas. Reg. Section 1.409A-1(h)) with the Company, the Company has determined that the Executive is to be a “specified employee” as defined in (within the meaning of Treas. Reg. Section 409A of the Code and 1.409A-1(i)), then with regard to any severance payments and benefits payment or benefit (including, without limitation, any mortgage assistance payment or loan forgiveness referred to Executive are above) that is considered a “deferral of compensation” deferred compensation under Section 409A of the Code payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Deferred Payments”after taking into account any applicable exceptions to such requirement), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment or benefit shall be made or provided on the first business day date that is the earlier of (i) the expiration of the seventh month following the Executive’s Termination Date, or if earlier six (6)-month period measured from the date of the ExecutiveEmployee’s death“separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). In Upon the event that expiration of the Delay Period, all payments under this Agreement are deferred and benefits delayed pursuant to this Section 14(h), then 4(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such payments delay) shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability reimbursed to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth Employee in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment lump sum and any remaining payments and benefits due under this Agreement shall be treated as a right to a series paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of separate payments, and references herein this Agreement to the Executive’s contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment shall refer employment, references to Executivethe Employee’s separation “termination of services employment” (and corollary terms) with the Company shall be construed to refer to Employee’s “separation from service” (within the meaning of Treas. Reg. Section 409A of 1.409A-1(h)) with the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitCompany.

Section 409A of the Code. Notwithstanding anything It is the intention of the parties to this Agreement that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the Executive under Section 409A of the Code and Department of Treasury regulations and other interpretative guidance thereunder, including that issued after the date hereof (collectively, “Section 409A”). The Agreement shall be interpreted to that end and, consistent with that objective and notwithstanding any provision herein to the contrary, Executive and the Company agree to amend this Agreement in order to avoid, if at practicable, the time application of such taxes or interest under Section 409A and in a manner to preserve the economic benefits of this Agreement from Executive’s termination of employment with perspective at no additional cost to the Company. Further, the Company has determined no effect shall be given to any provision herein in a manner that reasonably could be expected to give rise to adverse tax consequences under that provision. Notwithstanding any other provision herein, if the Executive is a “specified employee” (as defined in in, and pursuant to, Treasury Regulation 1.409A-1(i)) on the date of termination, no payment of compensation under this Agreement shall be made to the Executive during the period lasting six (6) months from the date of termination unless the Company determines that there is no reasonable basis for believing that making such payment would cause the Executive to suffer any adverse tax consequences pursuant to Section 409A of 409A. If any payment to the Code and any severance payments and benefits Executive is delayed pursuant to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”)foregoing sentence, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment instead shall be made on the first business day following the expiration of the seventh six-month following period referred to in the Executive’s Termination Dateprior sentence. Moreover, or if earlier the date of the Executive’s death. In in the event that payments under this Agreement are deferred the Executive is required to execute a Release, no amount payable pursuant to this Section 14(h), then such payments 12 that is subject to Section 409A shall be paid at prior to the time specified in this Section 14(h) expiration of the revocation period without interestregard to whether the Executive waives such revocation right prior to the expiration of such period. The Although the Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided26, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount to any additional taxes that the Executive may be subject to in the event that any amounts under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in are determined to violate Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.409A.

Section 409A of the Code. Notwithstanding anything herein to It is the contrarygeneral intention, if at but not the time obligation, of the Executive’s termination of employment Committee to design Awards to comply with or to be exempt from the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code regulations promulgated thereunder (the “Nonqualified Deferred PaymentsCompensation Rules”), such Deferred Payments that are otherwise payable within and Awards will be operated and construed accordingly. This Section 11 does not contain a representation to you regarding the first six months following the Termination Date will become payable on the first business day tax consequences of the seventh month following the Executive’s Termination Dategrant, vesting, exercise, settlement, or sale of the Award (or the Stock underlying such Award) granted hereunder, and should not be interpreted as such. In no event shall the Company or any of its affiliates or their respective employees or directors be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you (or anyone claiming a benefit through you) on account of non-compliance with the Nonqualified Deferred Compensation Rules. Notwithstanding any provision in the Plan or this Agreement to the contrary, in the event that you are a “specified employee” (as defined under the Nonqualified Deferred Compensation Rules) and you become entitled to a payment under an Award that would be subject to additional taxes and interest under the Nonqualified Deferred Compensation Rules if your receipt of such payment or benefits is not delayed until the earlier of (i) the date of your death, or (ii) the Executive’s death. In date that is six months after your “separation from service,” as defined under the event that payments under this Agreement are deferred pursuant to this Nonqualified Deferred Compensation Rules (such date, the “Section 14(h409A Payment Date”), then such payments payment or benefit shall not be provided to you until the Section 409A Payment Date. Any amounts subject to the preceding sentence that would otherwise be payable prior to the Section 409A Payment Date will be aggregated and paid at in a lump sum without interest on the time specified in this Section 14(h) without interest409A Payment Date. The Company shall consult with the Executive in good faith regarding the implementation applicable provisions of the provisions of this Section 14(h) provided, that neither Nonqualified Deferred Compensation Rules are hereby incorporated by reference and shall control over any provision in the Company nor any of its employees Plan or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth are in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreementconflict therewith. Any amounts scheduled for Each payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement Award, if any, shall be treated as a right to a series of separate payments, and references herein to payment under the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitNonqualified Deferred Compensation Rules.

Section 409A of the Code. Notwithstanding anything herein (a) This Stock Award shall be administered, interpreted, and construed in a manner that does not result in the imposition on the Awardee of any additional tax, penalty, or interest under Section 409A of the Code. The preceding provision, however, shall not be construed as a guarantee any particular tax effect and the Company shall not be liable to the contraryAwardee any payment made under this Stock Award that is determined to result in an additional tax, if at the time penalty, or interest under Section 409A of the Executive’s termination Code, nor for reporting in good faith any payment made under any Award as an amount includible in gross income under Section 409A of employment with the CompanyCode. (b) “Termination of employment,” “resignation,” or words of similar import, as used in this Stock Award means for purposes of payments under this Award that are payments of deferred compensation subject to Section 409A of the Code, the Company has determined that the Executive is a Awardee’s “specified employeeseparation from service” as defined in Section 409A of the Code and Code. (c) To the extent any severance payments and benefits payment or settlement that is a payment of deferred compensation subject to Executive are considered a “deferral of compensation” under Section 409A of the Code (is contingent upon a “change in control,” such payment or settlement shall only occur if the “Deferred Payments”), such Deferred Payments that are otherwise payable within event giving rise to the first six months following the Termination Date will become payable on the first business day change in control would also constitute a change in ownership or effective control of the seventh month following the Executive’s Termination DateCompany, or if earlier a change in the date ownership of a substantial portion of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation assets of the provisions of this Section 14(h) providedCompany, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to The vesting of any Award shall not be affected by the contrary herein, except to preceding sentence. (d) If a payment obligation under this Stock Award arises on account of the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute Awardee’s separation from service while the Awardee is a “deferral of compensationspecified employee” within the meaning of (as defined in Section 409A of the Code: ), any payment of “deferred compensation” (x) the amount of expenses eligible for reimbursement or in-kind benefits provided as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive exemptions in any other calendar year, Treasury Regulation Sections 1.409A-1(b)(3) through (yb)(12)) the reimbursements for expenses for which the Executive that is entitled scheduled to be reimbursed paid within six (6) months after such separation from service shall accrue without interest and shall be made on or before paid within 15 days after the last day end of the calendar year following six-month period beginning on the calendar year in which the applicable expense is incurreddate of such separation from service or, and (z) the right to payment if earlier, within 15 days after his or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefither death.

Section 409A of the Code. Notwithstanding anything herein (a) The payments and benefits under this letter are intended to comply with or be exempt from the contrary, if at the time application of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance so that none of the payments and benefits to Executive are considered a “deferral of compensation” be provided under this Agreement will be subject to the additional tax imposed under Section 409A 409A, and any ambiguities in this Agreement will be interpreted to so comply. Notwithstanding any provision of this letter to the Code (the “Deferred Payments”)contrary, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In in the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor determines that any of its employees payments or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment benefits payable hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless may be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right Company may (without any obligation to a series do so or to indemnify you for failure to do so) adopt such amendments to this letter or take any other actions that the Company determines are necessary or appropriate to (a) exempt such payments and benefits from Section 409A of installment the Code in order to preserve the intended tax treatment of such payments under this Agreement shall be treated as a right to a series of separate paymentsor benefits, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services or (b) comply with the Company within the meaning requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder. To the extent that any payments or benefits under this letter are deemed to be subject to Section 409A of the Code, this letter will be interpreted in accordance with Section 409A of the Code and Department of Treasury Regulations and other interpretive guidance issued thereunder. 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 Department of Treasury Regulations. (b) Notwithstanding anything to the contrary hereinin this letter, except no compensation or benefits, including without limitation any severance payments or benefits payable under Section 7 above, shall be paid to you during the six (6)-month period following your Separation from Service to the extent that paying such amounts at the time or times indicated in this letter would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any expensesuch amounts is delayed as a result of the previous sentence, reimbursement then on the first business day following the end of such six (6)-month period (or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of such earlier date upon which such amount can be paid under Section 409A of the Code: Code without resulting in a prohibited distribution, including as a result of your death), the Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such six-month period. (xc) To the amount of expenses eligible for reimbursement extent that any reimbursements or corresponding in-kind benefits provided to you under this letter are deemed to constitute compensation to you, such amounts will be paid or reimbursed reasonably promptly, but not later than March 15 of the Executive during year following the year in which the expense was incurred. The amount of any calendar such payments or expense reimbursements in one year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive eligible for payment or reimbursement in any other calendar taxable year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the your right to payment such payments or reimbursement or in-kind benefits hereunder may of any such expenses will not be liquidated subject to liquidation or exchanged exchange for any other benefit.. Please confirm your agreement to the foregoing by signing and dating the enclosed duplicate original of this letter in the space provided below for your signature and returning it to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Senior Vice President Human Resources. Please retain one fully-executed original for your files. Sincerely, ACCURAY INCORPORATED, a Delaware Corporation By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇, Ph.D. Title: President & Chief Executive Officer By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Vice President, General Counsel Accepted and Agreed, ▇▇▇▇ ▇▇▇▇▇▇▇: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Signed on: January 7, 2011 Start Date: January 17, 2011

Section 409A of the Code. Notwithstanding anything herein This Agreement and the Award are intended to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies meet the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of exempt from Section 409A of the Code, the right to a series of installment payments under this Agreement as applicable, and shall be treated as interpreted and construed consistent with that intent and each settlement hereunder shall be considered a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning payment for purposes of Section 409A of the Code. Notwithstanding anything to the contrary hereinany other provisions of this Agreement, except to the extent that the right to any expenseissuance of Shares or payment to Grantee hereunder provides for non-qualified deferred compensation within the meaning of Section 409A(d)(1) of the Code that is subject to Section 409A of the Code, reimbursement the issuance or in-kind benefit provided pursuant to this Agreement does not constitute payment shall be made in accordance with the following: If Grantee is a “deferral of compensationspecified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of Grantee’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code (the “Separation Date”), then no such issuance of Shares or payment shall be made during the period beginning on the Separation Date and ending on the date that is six months following the Separation Date or, if earlier, on the date of Grantee’s death, if the earlier making of such issuance of Shares or payment would result in tax penalties being imposed on Grantee under Section 409A of the Code: (x) the . The amount of expenses eligible for reimbursement any issuance of Shares or in-kind benefits provided to the Executive payment that would otherwise be made during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed this period shall instead be made on the first business day following the date that is six months following the Separation Date or, if earlier, the date of Grantee’s death. If the Grantee is subject to an employment or before other agreement that specifies a time and form of payment that differs from the last day time and form of payment set forth in Exhibit B, then this Award shall be settled in accordance with such employment or other agreement to the extent required to comply with Section 409A of the calendar year following Code in a manner permissible under the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitPlan.

Section 409A of the Code. 8.1 Notwithstanding anything herein any provisions of this Agreement to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and determined pursuant to procedures adopted by the Company) at the Retirement Date and if any severance portion of the payments and or benefits to be received by the Executive are would be considered a “deferral of compensation” deferred compensation under Section 409A of the Code Code, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Retirement Date (the “Deferred Delayed Payments”), such Deferred Payments ) and benefits that are would otherwise payable within be provided pursuant to this Agreement (the first six months “Delayed Benefits”) during the six-month period immediately following the Termination Executive’s Retirement Date will become payable (such period, the “Delay Period”) shall instead be paid or made available on the earlier of (i) the first business day of the seventh (7th) month following the Executive’s Termination Date, Retirement Date or if earlier the date of (ii) the Executive’s death. In death (the event that payments under this Agreement are deferred pursuant to this Section 14(happlicable date, the “Permissible Payment Date”), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with also reimburse the Executive for the after-tax cost incurred by the Executive in good faith regarding independently obtaining any Delayed Benefits (the implementation “Additional Delayed Payments”). 8.2 With respect to any amount of the provisions of this Section 14(h) providedexpenses eligible for reimbursement under Sections 2.3 and 2.6, that neither such expenses shall be reimbursed by the Company nor any of its employees or representatives shall have any liability to within thirty (30) calendar days following the date on which the Company receives the applicable invoice from the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth but in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th no event later than December 31 of the year following the year when in which the payment is Executive incurs the related expenses; provided, that with respect to reimbursement relating to the Additional Delayed Payments, such reimbursement shall be made on the Permissible Payment Date. In no longer event shall the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor shall the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. 8.3 It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the Company may amend this Agreement with the goal of giving the Executive the economic benefits described herein in a substantial risk of forfeiture. manner that does not result in such tax being imposed. 8.4 For purposes of Section 409A of the Code, the an Executive’s right to a series of installment receive any “installment” payments under pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. Notwithstanding anything herein (a) This Agreement is intended to meet the contrary, if at the time requirements of Section 409A of the Executive’s termination of employment Code, and shall be interpreted and construed consistent with the Company, the Company has determined that the intent. The payments to Executive is a “specified employee” as defined in pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and any severance payments and benefits installment paid to Executive are under this Agreement shall be considered a “deferral separate payment. In the event the terms of compensation” this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (the “Deferred Payments409A Penalties”), such Deferred Payments that are otherwise payable within the first six months following Company and Executive shall cooperate diligently to amend the Termination Date will become payable on the first business day terms of the seventh month following Agreement to avoid such 409A Penalties, to the Executive’s Termination Date, or if earlier extent possible; provided that in no event shall the date of the Executive’s death. In the event Company be responsible for any 409A Penalties that payments arise in connection with any amounts payable under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(hAgreement. (b) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor Notwithstanding any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes other provision of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made , to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, extent that the right to a series any payment (including the provision of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to benefits) hereunder provides for the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s Separation from Service (the “Separation Date”), then no such payment shall be made during the period beginning on the Separation Date and ending on the date that is six months following the Separation Date or, if earlier, on the date of the Executive’s death, if the earlier making of such payment would result in tax penalties being imposed on the Executive under Section 409A of the Code: (x) the . The amount of expenses eligible for reimbursement or in-kind benefits provided any payment that would otherwise be paid to the Executive during any calendar year will not affect this period shall instead be paid, with interest at the amount rate of expenses eligible for reimbursement or in-kind benefits provided 5% per annum, to the Executive in any other calendar yearon the first business day following the date that is six months following the Separation Date or, if earlier, the date of the Executive’s death. (yii) the Payments with respect to reimbursements for of all expenses for which the Executive is entitled pursuant to be reimbursed this Agreement shall be made promptly, but in any event on or before the last day of the calendar year following the calendar year in which the applicable relevant expense is incurred. The amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefit to provided, in any other calendar year and (z) the Executive’s right to payment or such reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.. The Executive hereby agrees that the Company may, without further consent from the Executive, make any and all changes to this Agreement as may be necessary or appropriate to avoid the imposition of penalties on the Executive pursuant to Section 409A of the Code, while not substantially reducing the aggregate value to the Executive of the payments and benefits to, or otherwise adversely affecting the rights of, the Executive under this Agreement. ▇▇▇ ▇. ▇▇▇▇▇▇

Section 409A of the Code. Notwithstanding anything It is the intention of the parties to this Agreement that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the Executive under Section 409A of the Code and Department of Treasury regulations and other interpretative guidance thereunder, including that issued after the date hereof (collectively, “Section 409A”). The Agreement shall be interpreted to that end and, consistent with that objective and notwithstanding any provision herein to the contrary, Executive and the Company agree to amend this Agreement in order to avoid, if at practicable, the time application of such taxes or interest under Section 409A and in a manner to preserve the economic benefits of this Agreement from Executive’s termination of employment with perspective at no additional cost to the Company. Further, the Company has determined no effect shall be given to any provision herein in a manner that reasonably could be expected to give rise to adverse tax consequences under that provision. Notwithstanding any other provision herein, if the Executive is a “specified employee” (as defined in Section 409A in, and pursuant to, Treasury Regulation 1.409A-1(i)) on the date of the Code and any severance payments and benefits termination, no payment of compensation under this Agreement shall be made to Executive are considered a “deferral during the period lasting six (6) months from the date of compensation” under termination unless the Company determines that there is no reasonable basis for believing that making such payment would cause Executive to suffer any adverse tax consequences pursuant to Section 409A of 409A. If any payment to Executive is delayed pursuant to the Code (the “Deferred Payments”)foregoing sentence, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment instead shall be made on the first business day following the expiration of the seventh six-month following period referred to in the Executive’s Termination Dateprior sentence. Moreover, or if earlier the date of the Executive’s death. In in the event that payments under this Agreement are deferred Executive is required to execute a Release, no amount payable pursuant to this Section 14(h), then such payments 12 that is subject to Section 409A shall be paid at prior to the time specified in this Section 14(h) expiration of the revocation period without interestregard to whether Executive waives such revocation right prior to the expiration of such period. The Although the Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided27, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount to any additional taxes that Executive may be subject to in the event that any amounts under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in are determined to violate Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.409A.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time The Company intends that each Award of the Executive’s termination of employment Restricted Stock Units will be exempt from or comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under and this Award Agreement shall be treated as a right to a series of separate paymentsinterpreted and administered in accordance with such intent. In particular, and references herein notwithstanding any other provision of this Award Agreement to the Executive’s contrary: (a) the phrase “termination of employment or other service” or words of similar import shall refer to Executivemean the Grantee’s “separation of services from service” with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to ; (b) if the contrary hereinGrantee is a “specified employee” at the time of his or her “separation from service” with the Company (as determined by the Company in accordance with Section 409A of the Code), except then, to the extent necessary to comply with Section 409A of the Code, any expenseRestricted Stock Units otherwise payable as a result of the Grantee’s separation from service shall be paid within thirty (30) days after the first business day which is at least six (6) months after the Grantee’s separation from service (or if earlier, reimbursement or in-kind benefit provided pursuant within 30 days after the Grantee’s death); and (c) to this Agreement does the extent required to comply with Section 409A of the Code, any Restricted Stock Units otherwise payable as a result of a Change in Control shall not constitute be paid at such time unless the Change in Control qualifies as a “deferral of compensationchange in control event” within the meaning of Section 409A of the Code: Code and the Treasury Regulations thereunder and payment at such time is otherwise permitted without the imposition of additional tax under Section 409A of the Code (x) the amount and if payment of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year Restricted Stock Units that become vested upon a Change in Control is not so permitted, payment of such vested Restricted Stock Units will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day earlier of the calendar year following applicable Vesting Date or within 30 days after the calendar year in which Grantee’s separation from service (subject to any six-month delay required for a specified employee as provided herein)). Although the applicable expense Company will use reasonable efforts to avoid the imposition of taxation, interest and penalties under Section 409A of the Code, the tax treatment of the Restricted Stock Units is incurrednot warranted or guaranteed. Neither the Company, and (z) the right to payment its Subsidiaries nor their respective directors, officers, employees or reimbursement or in-kind benefits hereunder may not advisers shall be liquidated or exchanged held liable for any taxes, interest, penalties or other benefitmonetary amounts owed by the Grantee (or any other individual claiming a benefit through the Grantee) as a result of this Award Agreement or the Restricted Stock Units granted hereunder.

Section 409A of the Code. Notwithstanding anything herein (a) This Letter Agreement is intended to meet the contrary, if at the time requirements of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments will be interpreted and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments construed consistent with that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s deathintent. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for For purposes of this Letter Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th the terms “terminate,” “terminated” and “termination” mean a termination of your employment that constitute a “separation from service” within the meaning of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes default rules of Section 409A of the Code. (b) Notwithstanding any other provision of this Letter Agreement, to the extent that the right to a series any payment (including the provision of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to benefits) hereunder provides for the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A(d)(l) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If you are a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of your termination of employment, then no such payment will be made or commence during the period beginning on the date of termination and ending on the date that is six (6) months following the date of termination or, if earlier, on the date of your death. The amount of any payment that would otherwise be paid to you during this period shall instead be paid on the fifteenth (15th) day of the first calendar month following the end of the period. (ii) For the purposes of clarification, any payments that are subject to Section 409A of the Code: Code will not include any payments on the occurrence of an involuntary termination of employment that would satisfy the short-term deferral exclusions described in Section 1.409A-1(b)(4) of the Treasury Regulations or the separation pay exception described in Section 1.409A-1(b)(9) of the Treasury Regulations; and such payments shall be made to you immediately upon your termination. (xiii) the amount Payments with respect to reimbursements of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable relevant expense is incurred, and (z) the right to payment or . The amount of expenses eligible for reimbursement or in-kind benefits hereunder during a calendar year may not be liquidated or exchanged affect the expenses eligible for reimbursement in any other benefitcalendar year. (c) Notwithstanding any provision of this Letter Agreement to the contrary, if any provision of this Letter Agreement contravenes any regulations or guidance promulgated under Section 409A of the Code or would cause any person to be subject to additional taxes, interest and/or penalties under Section 409A of the Code, such provision of this Letter Agreement shall be deemed void ab initio and the parties shall negotiate in good faith to replace the non-compliant provisions with compliant provisions under Section 409A of the Code.

Section 409A of the Code. Notwithstanding anything herein a. To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive's termination of employment with the contrary, if Company constitute deferred compensation subject to Section 409A of the Code; (ii) Executive is deemed at the time of his separation from service to be a “specified employee” under Section 409A of the Code; and (iii) at the time of Executive’s separation from service the Company is publicly traded (as defined in Section 409A of Code), then such payments (other than any payments permitted by Section 409A of the Code to be paid within six (6) months of Executive’s separation from service) shall not be made until the earlier of (x) the first day of the seventh month following Executive’s separation from service or (y) the date of Executive’s death following such separation from service. During any period that payment or payments to Executive are deferred pursuant to the foregoing, Executive shall be entitled to interest on the deferred payment or payments at a per annum rate equal to Federal-Funds rate as published in The Wall Street Journal on the date of Executive’s termination of employment with the Company. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the Company has determined that absence of this Agreement Section 11 (together with accrued interest thereon) shall be paid to Executive or Executive's beneficiary in one lump sum. b. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Executive payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “specified employeeseparation from service” as defined in (within the meaning of Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”Code), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. . c. For purposes of Section 409A of the Code, the right to a series of installment payments each payment under this Agreement shall Sections 8 and 9 (and each other severance plan payment) will be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services payment. d. It is intended that this Agreement comply with the Company within the meaning provisions of Section 409A of the Code. Notwithstanding anything Code and the regulations and guidance of general applicability issued thereunder so as to not subject Executive to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral payment of compensation” within the meaning of additional interest and taxes under Section 409A of the Code: (x) the amount , and in furtherance of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar yearthis intent, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed this Agreement shall be made on or before the last day of the calendar year following the calendar year interpreted, operated and administered in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefita manner consistent with these intentions.

Section 409A of the Code. Notwithstanding anything herein to It is the contrary, if at the time intention of the Executive’s termination of employment with the Company, both the Company has determined and Employee that the Executive is a “specified employee” as defined in benefits and rights to which Employee could be entitled pursuant to this Agreement comply with Section 409A of the Code and the Treasury Regulations and other guidance promulgated or issued thereunder, to the extent that the requirements of Section 409A of the Code are applicable thereto, and this Agreement shall be construed in a manner consistent with that intention. If Employee or the Company believes, at any severance payments time, that any such benefit or right that is subject to Section 409A of the Code does not so comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits to Executive are considered a “deferral of compensation” under and rights such that they comply with Section 409A of the Code (with the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable most limited possible economic effect on Employee and on the first business day of the seventh month following the Executive’s Termination Date, Company or if earlier the date of the Executive’s deathits Affiliates). In the event that Employee receives any payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at in the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation form of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments, such payments under this Agreement shall be treated as a right to a series of separate payments, and references herein in accordance with Treasury Regulation 1.409A-1(b)(9)(iii), as amended, all or a portion of such payments shall qualify as separation pay under the aforementioned regulation to the Executiveextent the requirements of such regulation are met. Notwithstanding any other provision of this Agreement, in the event Employee is treated as a “specified employee” under Section 409A of the Code (and under the terms and conditions of SLL’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Specified Employee Policy) and any payment under this Agreement is treated as a nonqualified deferred compensation payment under Section 409A of the Code, then payment of such amounts shall be delayed for six months and a day following the effective date of Employee’s termination of employment, at which time a lump sum payment shall be made to Employee consisting of the sum of the delayed payments. Notwithstanding anything This provision shall not apply in the event of a specified employee’s termination of employment on account of death and, in the event of a specified employee’s death during the aforementioned six-month and a day period, such nonqualified deferred compensation may be paid at any time on or after such specified employee’s death. Neither the Company nor Employee, individually or in combination, may accelerate any payment or benefit that is subject to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) , except in compliance with Section 409A of the Code and this Agreement, and no amount that is subject to Section 409A of expenses eligible for reimbursement or in-kind benefits provided the Code shall be paid prior to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for earliest date on which the Executive is entitled to it may be reimbursed shall be made on or before the last day paid without violating Section 409A of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitCode.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined 1. It is intended that the Executive is a “specified employee” as defined in provisions of this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Notwithstanding the foregoing, the Company shall have no liability with regard to any severance payments and failure to comply with Code Section 409A so long as it has acted in good faith with regard to compliance therewith. 2. If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. 3. 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 to Executive are considered upon or following a termination of employment unless such termination is also a “deferral Separation from Service” within the meaning of compensationCode 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. 4. If Executive is deemed on the date of termination of his employment to be a “specified employee”, within the meaning of that term under Section 409A 409A(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then: (a) With regard to any payment, the providing of any benefit or any distribution of equity upon separation from service that constitutes “Deferred Payments”)deferred compensation” subject to Code Section 409A, such Deferred Payments that are otherwise payable within payment, benefit or distribution shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s Separation from Service or (ii) the date of the Executive’s death; and (b) On the first six months following the Termination Date will become payable on the first business day of the seventh month following the date of Executive’s Termination DateSeparation from Service or, or if earlier earlier, on the date of the Executive’s his death. In the event that , (x) all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then VIII(G)(4) (whether they would otherwise have been payable in a single sum or in installments in the absence of such payments delay) shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with or reimbursed to the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provideda lump sum, that neither the Company nor and any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment remaining payments and benefits due under this Agreement shall be treated paid or provided in accordance with the normal dates specified from them herein and (y) all distributions of equity delayed pursuant to this Section VIII(G)(4) shall be made to Executive. 5. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as a permitted by Code Section 409A, (i) the right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant benefits shall not be subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, (xii) the amount of expenses eligible for reimbursement reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar taxable year, provided that the foregoing clause (yii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the reimbursements for Code solely because such expenses for which are subject to a limit related to the Executive period the arrangement is entitled to be reimbursed in effect and (iii) such payments shall be made on or before the last day of the calendar Executive’s taxable year following the calendar taxable year in which the applicable expense is incurredoccurred. 6. 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. 7. Notwithstanding any provision in the Plan or the Agreement to the contrary, if, with respect to one or more grants of Units, the Agreement establishes a time and manner for the distribution of such Units (z) the right “Agreement-governed Units”), the Agreement’s provisions governing the time and manner of distribution shall apply and shall continue to payment apply to such Agreement-governed Units following the expiration of the Agreement, the purpose of this paragraph being that there shall be no acceleration or reimbursement or indelay in the time and manner in which Units constituting deferred compensation are distributed as a result of any expiration of this Agreement. Units that are not Agreement-kind benefits hereunder may not governed Units shall be liquidated or exchanged for any other benefitdistributed in accordance with the distribution provisions of the Plan.

Section 409A of the Code. Notwithstanding anything herein to 1. It is intended that the contrary, if at the time provisions of this Agreement comply with Section 409A of the Executive’s Internal Revenue Code of 1986, as amended, (the “Code”) and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Notwithstanding the foregoing, Company shall have no liability to Executive with regard to any failure to comply with Code Section 409A so long as Company has acted in good faith with regard to compliance therewith. 2. If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. 3. A termination of employment with shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Companypayment of amounts or benefits upon or following a termination of employment unless such termination is also a “Separation from Service” within the meaning of Code Section 409A and, the Company has determined that the for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment,” “separation” or like terms shall mean Separation from Service. 4. If Executive is deemed on the date of termination of his employment to be a “specified employee” as defined in ”, within the meaning of that term under Section 409A 409A(a)(2)(B) of the Code and using the identification methodology selected by Company from time to time, or if none, the default methodology, then: a. With regard to any severance payments and benefits to Executive are considered a payment, the providing of any benefit or any distribution of equity upon separation from service that constitutes “deferral of deferred compensation” under subject to Code Section 409A 409A, such payment, benefit or distribution shall not be made or provided prior to the earlier of (i) the expiration of the Code six-month period measured from the date of Executive’s Separation from Service or (ii) the “Deferred Payments”), such Deferred Payments that are otherwise payable within date of Executive’s death; and b. On the first six months following the Termination Date will become payable on the first business day of the seventh month following the date of Executive’s Termination DateSeparation from Service or, or if earlier earlier, on the date of the Executive’s his death. In the event that , (x) all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then VIII(I)(4) (whether they would otherwise have been payable in a single sum or in installments in the absence of such payments delay) shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the or reimbursed to Executive in good faith regarding the implementation of the provisions of this Section 14(h) provideda lump sum, that neither the Company nor and any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment remaining payments and benefits due under this Agreement shall be treated paid or provided in accordance with the normal dates specified from them herein and (y) all distributions of equity delayed pursuant to this Section VIII(I)(4) shall be made to Executive. 5. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as a permitted by Code Section 409A, (i) the right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant benefits shall not be subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, (xii) the amount of expenses eligible for reimbursement reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar taxable year, provided that the foregoing clause (yii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the reimbursements for Code solely because such expenses for which are subject to a limit related to the Executive period the arrangement is entitled to be reimbursed in effect and (iii) such payments shall be made on or before the last day of the calendar Executive’s taxable year following the calendar taxable year in which the applicable expense is incurredoccurred. 6. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., and “payment shall be made within thirty (z30) days following the right to date of termination), the actual date of payment or reimbursement or in-kind benefits hereunder may not within the specified period shall be liquidated or exchanged for any other benefitwithin the sole discretion of Company.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined 1. It is intended that the Executive is a “specified employee” as defined in provisions of this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Notwithstanding the foregoing, the Company shall have no liability with regard to any severance payments and failure to comply with Code Section 409A so long as it has acted in good faith with regard to compliance therewith. 2. If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. 3. 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 to Executive are considered upon or following a termination of employment unless such termination is also a “deferral Separation from Service” within the meaning of compensationCode 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. 4. If Executive is deemed on the date of termination of his employment to be a “specified employee”, within the meaning of that term under Section 409A 409A(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then: (a) With regard to any payment, the providing of any benefit or any distribution of equity upon separation from service that constitutes “Deferred Payments”)deferred compensation” subject to Code Section 409A, such Deferred Payments that are otherwise payable within payment, benefit or distribution shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s Separation from Service or (ii) the date of the Executive’s death; and (b) On the first six months following the Termination Date will become payable on the first business day of the seventh month following the date of Executive’s Termination DateSeparation from Service or, or if earlier earlier, on the date of the Executive’s his death. In the event that , (x) all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then VIII(G)(4) (whether they would otherwise have been payable in a single sum or in installments in the absence of such payments delay) shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with or reimbursed to the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provideda lump sum, that neither the Company nor and any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment remaining payments and benefits due under this Agreement shall be treated paid or provided in accordance with the normal dates specified from them herein and (y) all distributions of equity delayed pursuant to this Section VIII(G)(4) shall be made to Executive. 5. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as a permitted by Code Section 409A, (i) the right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant benefits shall not be subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, (xii) the amount of expenses eligible for reimbursement reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar taxable year, provided that the foregoing clause (yii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the reimbursements for Code solely because such expenses for which are subject to a limit related to the Executive period the arrangement is entitled to be reimbursed in effect and (iii) such payments shall be made on or before the last day of the calendar Executive’s taxable year following the calendar taxable year in which the applicable expense is incurredoccurred. 6. 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. 7. Notwithstanding any provision in the Plan or the Agreement to the contrary, if, with respect to one or more grants of Units, the Agreement establishes a time and manner for the distribution of such Units (z) the right “Agreement-governed Units”), the Agreement’s provisions governing the time and manner of distribution shall apply and shall continue to payment apply to such Agreement-governed Units following the expiration of the Agreement, the purpose of this paragraph being that there shall be no acceleration or reimbursement or indelay in the time and manner in which Units constituting deferred compensation are distributed as a result of any expiration of this Agreement. Units that are not Agreement-kind benefits hereunder may not governed Units shall be liquidated or exchanged for any other benefit.distributed in accordance with the distribution provisions of the Plan. In witness whereof, the parties have caused this Agreement to be duly executed as of the date set forth above. /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Discovery Communications, LLC

Section 409A of the Code. Notwithstanding anything herein to It is the contrarygeneral intention, if at but not the time obligation, of the Executive’s termination of employment Committee to design Awards to comply with or to be exempt from the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code regulations promulgated thereunder (the “Nonqualified Deferred PaymentsCompensation Rules”), such Deferred Payments that are otherwise payable within and Awards will be operated and construed accordingly. This Section 10 does not contain a representation to you regarding the first six months following the Termination Date will become payable on the first business day tax consequences of the seventh month following the Executive’s Termination Dategrant, vesting, exercise, settlement, or sale of the Award (or the Stock underlying such Award) granted hereunder, and should not be interpreted as such. In no event shall the Company or any of its affiliates or their respective employees or directors be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you (or anyone claiming a benefit through you) on account of non-compliance with the Nonqualified Deferred Compensation Rules. Notwithstanding any provision in the Plan or this Agreement to the contrary, in the event that you are a “specified employee” (as defined under the Nonqualified Deferred Compensation Rules) and you become entitled to a payment under an Award that would be subject to additional taxes and interest under the Nonqualified Deferred Compensation Rules if your receipt of such payment or benefits is not delayed until the earlier of (i) the date of your death, or (ii) the Executive’s death. In date that is six months after your “separation from service,” as defined under the event that payments under this Agreement are deferred pursuant to this Nonqualified Deferred Compensation Rules (such date, the “Section 14(h409A Payment Date”), then such payments payment or benefit shall not be provided to you until the Section 409A Payment Date. Any amounts subject to the preceding sentence that would otherwise be payable prior to the Section 409A Payment Date will be aggregated and paid at in a lump sum without interest on the time specified in this Section 14(h) without interest409A Payment Date. The Company shall consult with the Executive in good faith regarding the implementation applicable provisions of the provisions of this Section 14(h) provided, that neither Nonqualified Deferred Compensation Rules are hereby incorporated by reference and shall control over any provision in the Company nor any of its employees Plan or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth are in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreementconflict therewith. Any amounts scheduled for Each payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement Award, if any, shall be treated as a right to a series of separate payments, and references herein to payment under the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitNonqualified Deferred Compensation Rules.

Section 409A of the Code. Notwithstanding anything herein (a) It is intended that the provisions of this Agreement comply with or are exempt from the requirements of Section 409A of Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A, the Company shall, upon the specific request of the Executive, use its reasonable business efforts to in good faith timely reform such provision to comply with Code Section 409A; provided, that to the contrarymaximum extent practicable, the original intent and economic benefit to the Executive and the Company of the applicable provision shall be maintained, but the Company shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to the Company. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Code Section 409A so long as it has acted in good faith with regard to compliance therewith. (b) Notwithstanding any other provision of this Agreement, if at the time of the Executive’s termination of employment with the Company“separation from service” (as defined under Section 409A), the Company has determined that the Executive he is a “specified employee,” as defined determined in accordance with Section 409A of the Code and 409A, any severance payments and benefits to Executive are considered a provided under this Agreement that constitute “deferral of nonqualified deferred compensation” under subject to Section 409A that are provided to the Executive on account of his separation from service shall not be paid until the first payroll date to occur following the six-month anniversary of the Code Employee’s separation from service (the “Deferred PaymentsSpecified Employee Payment Date”), . The aggregate amount of any payments that would otherwise have been made during such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable six-month period shall be paid in a lump sum on the first business day of Specified Employee Payment Date without interest and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. If the seventh Executive dies during the six-month following period, any delayed payments shall be paid to the Executive’s Termination Date, or if earlier the date of estate in a lump sum upon the Executive’s death. In the event . (c) With regard to any provision herein that payments under this Agreement are deferred pursuant to this provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 14(h)409A, then such payments shall be paid at the time specified in this Section 14(h(i) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant benefits shall not be subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, (xii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar year, taxable year and (yiii) the reimbursements for expenses for which the Executive is entitled to be reimbursed such payments shall be made on or before the last day of the calendar Executive’s taxable year following the calendar taxable year in which the applicable expense is was incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. (a) Notwithstanding anything herein the other provisions hereof, this Agreement is intended to the contrary, if at the time of the Executive’s termination of employment comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, to the extent applicable, and this Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Section 409A of the Code and, if necessary, any such provision shall be deemed amended to comply with Section 409A of the Code and regulations thereunder. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. Except to the extent permitted under Section 409A of the Code, in no event may you, directly or indirectly, designate the calendar year of any payment under this Agreement. Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall is to be treated as a right to a series of separate payments. (b) Notwithstanding any provision to the contrary in this Agreement, if on the date of your termination of employment, you are a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i) of the Code and its corresponding regulations) as determined by the Board (or its delegate) in accordance with its “specified employee” determination policy, then all severance benefits payable to you under this Agreement that constitute deferred compensation subject to the requirements of Section 409A of the Code that are payable to you within the six (6) month period following your separation from service shall be postponed for a period of six (6) months following your “separation from service” with the Company (or any successor thereto). Any payments delayed pursuant to this Section 6.10(c) will be made in a lump sum on the Company’s first regularly scheduled payroll date that follows such six (6) month period or, if earlier, the date of your death, and references herein any remaining payments required to be made under this Agreement will be paid upon the schedule otherwise applicable to such payments under this Agreement. (c) Notwithstanding any other provision to the Executive’s contrary, a termination of employment shall refer not be deemed to Executive’s have occurred for purposes of any provision of this Agreement providing for the payment of “deferred compensation” (as such term is defined in Section 409A of the Code and the Treasury Regulations promulgated thereunder) upon or following a termination of employment unless such termination is also a “separation of services with from service” from the Company within the meaning of Section 409A of the Code. Code and Section 1.409A-1(h) of the Treasury Regulations and, for purposes of any such provision of this Agreement, references to a “separation,” “termination,” “termination of employment” or like terms shall mean “separation from service.” (d) Notwithstanding anything any other provision to the contrary hereincontrary, except in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A of the Code and the Treasury Regulations promulgated thereunder be subject to offset by any other amount unless otherwise permitted by Section 409A of the Code. (e) To the extent that any expensereimbursement, reimbursement fringe benefit or in-kind benefit provided pursuant to other similar plan or arrangement in which you participate during the term of your employment under this Agreement does not constitute or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code: , (x1) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any payment under such plan or arrangement in one calendar year will may not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive payment in any other calendar year, year (y) except that a plan providing medical or health benefits may impose a generally applicable limit on the reimbursements for expenses for which the Executive is entitled to amount that may be reimbursed shall or paid); (2) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the applicable expense is was incurred, ; and (z3) the right to payment or any such reimbursement or in-kind benefits hereunder payment may not be liquidated subject to liquidation or exchanged exchange for another benefit, all in accordance with Section 1.409A-3(i)(1)(iv) of the Treasury Regulations. (f) For the avoidance of doubt, any payment due under this Agreement within a period following your termination of employment or other benefitevent, shall be made on a date during such period as determined by the Company in its sole discretion. (g) By accepting this agreement, you hereby agree and acknowledges that the Company makes no representations with respect to the application of Code Section 409A to any tax, economic, or legal consequences of any payments payable to you hereunder and, by the acceptance of this Agreement, you agree to accept the potential application of Code Section 409A to the tax and legal consequences of payments payable to you hereunder. If all of the terms and conditions in this Agreement are agreed to by you, please signify your agreement by executing the enclosed duplicate of this letter and returning it to us. At the date of your return, this letter shall constitute a fully enforceable Agreement between us. CRACKER BARREL OLD COUNTRY STORE, INC. By: /s/▇▇▇▇▇▇▇ ▇. Zlystra The foregoing is fully agreed to and accepted by: Company Employee’s Signature: /s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Please Print or Type Name: ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Please Print or Type Title: SVP RESTAURANT & RETAIL OPERATIONS

Section 409A of the Code. 7.1 Notwithstanding anything herein any provisions of this Agreement to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employeeExecutive” as defined in (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and determined pursuant to procedures adopted by the Company) at the Separation Date and if any severance portion of the payments and or benefits to be received by the Executive are would be considered a “deferral of compensation” deferred compensation under Section 409A of the Code Code, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation Date (the “Deferred Delayed Payments”), such Deferred Payments ) and benefits that are would otherwise payable within be provided pursuant to this Agreement (the first six months “Delayed Benefits”) during the six-month period immediately following the Termination Executive’s Separation Date will become payable (such period, the “Delay Period”) shall instead be paid or made available on the earlier of (i) the first business day of the seventh (7th) month following the Executive’s Termination Date, Separation Date or if earlier the date of (ii) the Executive’s death. In death (the event that payments under this Agreement are deferred pursuant to this Section 14(happlicable date, the “Permissible Payment Date”), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with also reimburse the Executive for the after-tax cost incurred by the Executive in good faith regarding independently obtaining any Delayed Benefits (the implementation “Additional Delayed Payments”). 7.2 With respect to any amount of the provisions of this Section 14(h) providedexpenses eligible for reimbursement under Sections 3.1, that neither 3.3 and 9.1, such expenses shall be reimbursed by the Company nor any of its employees or representatives shall have any liability to within thirty (30) calendar days following the date on which the Company receives the applicable invoice from the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth but in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th no event later than December 31 of the year following the year when in which the payment is Executive incurs the related expenses; provided, that with respect to reimbursement relating to the Additional Delayed Payments, such reimbursement shall be made on the Permissible Payment Date. In no longer event shall the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor shall the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. 7.3 It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the Company may amend this Agreement with the goal of giving the Covered Executive the economic benefits described herein in a substantial risk of forfeiture. manner that does not result in such tax being imposed. 7.4 For purposes of Section 409A of the Code, the an Executive’s right to a series of installment receive any “installment” payments under pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined 1. It is intended that the Executive is a “specified employee” as defined in provisions of this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Notwithstanding the foregoing, the Company shall have no liability with regard to any severance payments and failure to comply with Code Section 409A so long as it has acted in good faith with regard to compliance therewith. 2. If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. 3. 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 to Executive are considered upon or following a termination of employment unless such termination is also a “deferral Separation from Service” within the meaning of compensationCode 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. 4. If Executive is deemed on the date of termination of his employment to be a “specified employee”, within the meaning of that term under Section 409A 409A(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then: (a) With regard to any payment, the providing of any benefit or any distribution of equity upon separation from service that constitutes “Deferred Payments”)deferred compensation” subject to Code Section 409A, such Deferred Payments that are otherwise payable within payment, benefit or distribution shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s Separation from Service or (ii) the date of the Executive’s death; and (b) On the first six months following the Termination Date will become payable on the first business day of the seventh month following the date of Executive’s Termination DateSeparation from Service or, or if earlier earlier, on the date of the Executive’s his death. In the event that , (x) all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then VIII(G)(4) (whether they would otherwise have been payable in a single sum or in installments in the absence of such payments delay) shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with or reimbursed to the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provideda lump sum, that neither the Company nor and any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment remaining payments and benefits due under this Agreement shall be treated paid or provided in accordance with the normal dates specified from them herein and (y) all distributions of equity delayed pursuant to this Section VIII(G)(4) shall be made to Executive. 5. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as a permitted by Code Section 409A, (i) the right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant benefits shall not be subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, (xii) the amount of expenses eligible for reimbursement reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar taxable year, provided that the foregoing clause (yii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the reimbursements for Code solely because such expenses for which are subject to a limit related to the Executive period the arrangement is entitled to be reimbursed in effect and (iii) such payments shall be made on or before the last day of the calendar Executive’s taxable year following the calendar taxable year in which the applicable expense is incurredoccurred. 6. 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. 7. Notwithstanding any provision in the Plan or the Agreement to the contrary, if, with respect to one or more grants of Units, the Agreement establishes a time and manner for the distribution of such Units (z) the right “Agreement-governed Units”), the Agreement’s provisions governing the time and manner of distribution shall apply and shall continue to payment apply to such Agreement-governed Units following the expiration of the Agreement, the purpose of this paragraph being that there shall be no acceleration or reimbursement or indelay in the time and manner in which Units constituting deferred compensation are distributed as a result of any expiration of this Agreement. Units that are not Agreement-kind benefits hereunder may not governed Units shall be liquidated or exchanged for any other benefit.distributed in accordance with the distribution provisions of the Plan. In witness whereof, the parties have caused this Agreement to be duly executed as of the date set forth above. /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Executive /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Discovery Communications, LLC

Section 409A of the Code. The Plan, the Director Compensation Program, this Agreement and Awards are intended to comply with or be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. To the extent that any Award is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding anything herein to the contrary, if at any provision in the time of the Executive’s termination of employment with the CompanyPlan, the Company has determined Director Compensation Program or this Agreement that the Executive is a “specified employee” as defined in inconsistent with Section 409A of the Code and any severance payments and benefits shall be deemed to Executive are considered a “deferral of compensation” under be amended to comply with or be exempt from Section 409A of the Code (and, to the “Deferred Payments”)extent such provision cannot be amended to comply therewith or be exempt therefrom, such Deferred Payments that are otherwise payable provision shall be null and void. Notwithstanding any contrary provision in the Plan, the Director Compensation Program or this Agreement, any payment(s) of “nonqualified deferred compensation” (within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes meaning of Section 409A of the Code) that are otherwise required to be made under the Plan, the Director Compensation Program or this Agreement to a “specified employee” (as defined under Section 409A of the Code) as a result of such employee’s separation from service (other than a payment that is not subject to Section 409A of the Code) shall be delayed for the first six months following such separation from service (or, if earlier, until the date of death of the specified employee) and shall instead be paid (in a manner set forth in this Agreement) upon expiration of such delay period. If the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), Participant’s right to a the series of installment payments under this Agreement shall be treated as a right to a series of separate paymentspayments and not as a right to a single payment, and references herein to if the Executive’s termination of employment shall refer to Executive’s separation of services with the Company Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), Participant’s payments pursuant to the Dividend Equivalent Right shall be treated separately from the right to other amounts under the Award. Notwithstanding the foregoing, the Company and its Affiliates make no representations that the RSUs provided under this Agreement are exempt from or compliant with Section 409A of the Code. Notwithstanding anything to Code and in no event shall the contrary hereinCompany or any Affiliate be liable for all or any portion of any taxes, except to the extent any expensepenalties, reimbursement interest or inother expenses that may be incurred by Participant on account of non-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of compliance with Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. It is the intention of the Parties that the benefits and rights to which the Employee could be entitled pursuant to this Agreement comply with Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations and other guidance promulgated or issued thereunder, to the extent that the requirements of Section 409A are applicable thereto, and this Agreement shall be construed in a manner consistent with that intention. If either party believes, at any time, that any such benefit or right that is subject to Section 409A does not so comply, the party shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Section 409A (with the most limited possible economic effect on the Employee and on MiX Telematics). _____________ _________________ MiX Telematics Employee 52402749;2 If and to the extent required to comply with Section 409A, any payment or benefit required to be paid hereunder on account of termination of Employee’s employment, service (or any other similar term) shall be made only in connection with a “separation from service” with respect to Employee within the meaning of Section 409A. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, contrary or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary hereinotherwise, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to in this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of and the CodeTreasury Regulations and other guidance thereunder: (xi) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive Employee during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive Employee in any other calendar year, ; (yii) the reimbursements for expenses for which the Executive Employee is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, ; and (ziii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.. _____________ _________________ MiX Telematics Employee 52402749;2

Section 409A of the Code. Notwithstanding anything herein (a) It is intended that the provisions of this Agreement comply with or are exempt from the requirements of Section 409A of Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A, the Company shall, upon the specific request of the Executive, use its reasonable business efforts to in good faith timely reform such provision to comply with Code Section 409A; provided, that to the contrarymaximum extent practicable, the original intent and economic benefit to the Executive and the Company of the applicable provision shall be maintained, but the Company shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to the Company. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Code Section 409A so long as it has acted in good faith with regard to compliance therewith. (b) Notwithstanding any other provision of this Agreement, if at the time of the Executive’s termination of employment with the Company“separation from service” (as defined under Section 409A), the Company has determined that the Executive he is a “"specified employee” as defined ," determined in accordance with Section 409A of the Code and 409A, any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments provided under this Agreement that constitute "nonqualified deferred compensation" subject to Section 409A that are deferred pursuant provided to this Section 14(hthe Executive on account of his separation from service shall not be paid until the first payroll date to occur following the six-month anniversary of the Employee's separation from service ("Specified Employee Payment Date"). The aggregate amount of any payments that would otherwise have been made during such six-month period shall be paid in a lump sum on the Specified Employee Payment Date without interest and thereafter, then such any remaining payments shall be paid at the time specified without delay in this Section 14(h) without interestaccordance with their original schedule. The Company shall consult with If the Executive in good faith regarding dies during the implementation of the provisions of this Section 14(h) providedsix-month period, that neither the Company nor any of its employees or representatives delayed payments shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on the Executive's estate in a lump sum upon the Executive's death. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of in-kind benefits, except as permitted by Code Section 409A of the Code409A, (i) the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant benefits shall not be subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, (xii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar year, taxable year and (yiii) the reimbursements for expenses for which the Executive is entitled to be reimbursed such payments shall be made on or before the last day of the calendar Executive’s taxable year following the calendar taxable year in which the applicable expense is was incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. Notwithstanding anything herein (a) The payments and benefits under this letter are intended to comply with or be exempt from the contrary, if at the time application of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance so that none of the payments and benefits to Executive are considered a “deferral of compensation” be provided under this Agreement will be subject to the additional tax imposed under Section 409A 409A, and any ambiguities in this Agreement will be interpreted to so comply. Notwithstanding any provision of this letter to the Code (the “Deferred Payments”)contrary, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In in the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor determines that any of its employees payments or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment benefits payable hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless may be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right Company may (without any obligation to a series do so or to indemnify you for failure to do so) adopt such amendments to this letter or take any other actions that the Company determines are necessary or appropriate to (a) exempt such payments and benefits from Section 409A of installment the Code in order to preserve the intended tax treatment of such payments under this Agreement shall be treated as a right to a series of separate paymentsor benefits, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services or (b) comply with the Company within the meaning requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder. To the extent that any payments or benefits under this letter are deemed to be subject to Section 409A of the Code, this letter will be interpreted in accordance with Section 409A of the Code and Department of Treasury Regulations and other interpretive guidance issued thereunder. 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 Department of Treasury Regulations. (b) Notwithstanding anything to the contrary hereinin this letter, except no compensation or benefits, including without limitation any severance payments or benefits payable under Section 7 above, shall be paid to you during the six (6)-month period following your Separation from Service to the extent that paying such amounts at the time or times indicated in this letter would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any expensesuch amounts is delayed as a result of the previous sentence, reimbursement then on the first business day following the end of such six (6)-month period (or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of such earlier date upon which such amount can be paid under Section 409A of the Code: Code without resulting in a prohibited distribution, including as a result of your death), the Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such six-month period. (xc) To the amount of expenses eligible for reimbursement extent that any reimbursements or corresponding in-kind benefits provided to you under this letter are deemed to constitute compensation to you, such amounts will be paid or reimbursed reasonably promptly, but not later than March 15 of the Executive during year following the year in which the expense was incurred. The amount of any calendar such payments or expense reimbursements in one year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive eligible for payment or reimbursement in any other calendar taxable year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the your right to payment such payments or reimbursement or in-kind benefits hereunder may of any such expenses will not be liquidated subject to liquidation or exchanged exchange for any other benefit.. Please confirm your agreement to the foregoing by signing and dating the enclosed duplicate original of this letter in the space provided below for your signature and returning it to the Company. Please retain one fully-executed original for your files. Sincerely, ACCURAY INCORPORATED, a Delaware Corporation By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇, Ph.D. Title: President & Chief Executive Officer /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Vice President Associate General Counsel Accuray Incorporated 2-2-11 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 2-2-11 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ EXHIBIT A — Equity Grant Summary Grant EXHIBIT B — General Release Template

Section 409A of the Code. Notwithstanding anything herein This Agreement and all compensation derived from this Agreement are intended to the contraryeither be exempt from, if at the time of the Executive’s termination of employment with the Companyor comply with, the Company has determined that the Executive is a “specified employee” as defined in requirements of Section 409A of the Code and Code. Accordingly, notwithstanding any severance payments and benefits to Executive are considered a “deferral other provision of compensation” under Section 409A of the Code (the “Deferred Payments”)this Agreement, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) providedAgreement will be interpreted consistent with the preceding sentence. By way of illustration, that neither the Company nor any of its employees or representatives shall have any liability to the Executive extent required to comply with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right words “termination of employment” or words or phrases to a series of installment payments under similar effect in this Agreement shall be treated as a right to a series of separate payments, and references herein to the will mean Executive’s termination of employment shall refer to Executive’s “separation of services with the Company from service” within the meaning of Section 409A of the Code. Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, except to any payments provided under Sections 5.3(a)(2) and 5.3(a)(3) upon the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute separation from service of a “deferral of compensationspecified employee” (within the meaning of Section 409A of the Code: Code and the Company’s policy, if any, for identifying specified employees), will be paid no earlier than the first business day of the seventh month after the specified employee’s separation from service, together with interest from the date of separation from service to the date of payment at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the date of separation from service. Further, to the extent that any in-kind benefit or reimbursement provided under this Agreement constitutes nonqualified deferred compensation, (xi) the amount of expenses eligible for reimbursement or any such in-kind benefits provided benefit or reimbursement to the which Executive may be entitled during any a calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits to be provided to the Executive in any other calendar year, (yii) the reimbursements any such benefit or reimbursement will not be subject to liquidation or exchange for expenses for which the Executive is entitled to another benefit, and (iii) any such reimbursement will be reimbursed shall be made on or before paid no later than the last day of the calendar year following the calendar taxable year in which the reimbursable expense, if any, was incurred. The Company and Executive, intending to be legally bound, have executed this Agreement as of the date shown above. EXECUTIVE NEWPAGE CORPORATION /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: Title: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President, General Counsel and Secretary EXHIBIT A THIS GENERAL RELEASE (“Release”) is made by ▇▇▇ ▇. ▇▇▇▇▇▇▇ (“Executive”) as of _______________, 20___ (“Effective Date”), in favor of NEWPAGE CORPORATION (“Company”) the other COMPANY RELEASED PARTIES described below. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Executive covenants and agrees as follows: 1. Subject to Section 2 below, Executive, individually and on behalf of his heirs, executors, administrators, representatives, agents, attorneys and assigns of every kind, hereby irrevocably, fully, unconditionally and forever releases, discharges and holds harmless, to the fullest extent permitted by applicable expense is incurredlaw, the Company and its affiliated companies, parents, subsidiaries, predecessors, successors, assigns, divisions, related entities and all of their respective past and present employees, officers, directors, trustees, shareholders, members, partners (as applicable), agents, investors, attorneys and representatives (collectively “Company Released Parties”), from and against any and all manner of claims, actions and causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, charges, demands and losses of any kind or nature whatsoever (based on any legal or equitable theory, whether contractual, common law, statutory, federal, state, local or otherwise, including without limitation any claims for attorneys fees or costs), whether known or unknown, that Executive has or may hereafter have against the Company Released Parties or any of them arising out of or by reason of any cause, matter or thing whatsoever from the beginning of the world until and through the effective date of this Release directly or indirectly related to or arising out of Executive’s past or present business relationships with the Company Released Parties, including without limitation any and all matters relating to Executive’s employment and termination of employment with the Company and its subsidiaries or affiliates, and all matters arising under any federal, state or local statute, rule or regulation or principle of contract law or common law, the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621, et seq., Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000 et seq., the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., the Fair Labor Standards Act, 29 U.S.C. § 201 et seq., the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq. and applicable labor and employment laws of the states of New York and Ohio (collectively “Claims”). 2. Notwithstanding Section 1 above, this Release will not apply to, and Executive will retain, any Claims arising from (i) Executive’s rights and the Company’s obligations under Section 5 of the Employment Agreement between the Company and Executive, dated as of June 3, 2011 (the “Employment Agreement”), (ii) Executive’s rights and the Company’s obligations under the Award Agreement between Executive and the Company dated as of June 3, 2011 in connection with the Company’s 2010 Executive Long-Term Incentive Plan, (iii) Executive’s rights and NewPage Group Inc.’s obligations under the Non-Qualified Stock Option Agreement between NewPage Group Inc. and Executive dated as of December 21, 2007, as amended, and under the Rollover Nonqualified Stock Option Agreement between NewPage Group Inc. and Executive dated June 3, 2011, as amended, (iv) Executive’s right to indemnification and defense pursuant to the charter documents and bylaws of the Company or any Company Released Party and pursuant to the Director and Officer Indemnification Agreement between the Company and Executive dated as of June 3, 2011, and (zv) under any insurance coverage available to Executive under any director’s and officer’s insurance policy or similar policy maintained by the Company or any Company Released Party. 3. Without limiting the foregoing, and for avoidance of doubt, Executive understands and agrees that by signing this Release: (a) Executive is specifically and voluntarily waiving, releasing and forever giving up any and all claims that Executive may have against the Company Released Parties for illegal discrimination or retaliation or any kind or nature, including without limitation those based on my age, sex, race, color, religion, national origin, citizenship, veteran status, sexual orientation, disability and/or handicap, whether for tort, breach of express or implied employment contract, wrongful discharge, intentional infliction of emotional distress, defamation, or injuries incurred on the job or as a result of my loss of employment or otherwise; (b) Executive is specifically and voluntarily waiving, releasing and forever giving up any and all Claims that Executive may have against the Company Released Parties for breach of contract, severance pay or separation pay, vacation pay, holiday pay, breach of promise, wrongful discharge, unjust dismissal, whistle-blowing, breach of fiduciary duty, breach of the implied covenant of good faith and fair dealing, defamation, wrongful denial of benefits, intentional or negligent infliction of emotional distress, negligence and any other intentional torts; and (c) Executive is specifically and voluntarily waiving, releasing and forever giving up all Claims described in this Release through and including the Effective Date, including without limitation any alleged injuries or damages suffered at any time after the Effective Date by reason of the continued effects of alleged discriminatory acts or other conduct that occurred on or before the Effective Date. 4. Executive promises and agrees that, from and after the Effective Date, Executive will not, either individually or with any other person or entity, commence, maintain, prosecute, participate as a party, or permit to be filed by any other person or entity on my behalf, any action, charge, lawsuit, complaint or any administrative, arbitral, judicial or other proceeding with any governmental agency, or against Company Released Party with respect to any of the Claims released by Executive pursuant to Section 1 above. Executive understands that this Section 4 bars Executive from initiating legal action only to the fullest extent such a prohibition is valid under law. In addition, Executive agrees that, from and after the Effective Date, and to the fullest extent permitted under applicable law, Executive will not voluntarily participate or assist in any judicial, administrative, arbitral or other proceedings of any nature or description against Company Released Parties brought by or on behalf of any administrative agency or any executives or former executives of the Company other than pursuant to a valid judicial subpoena or court order. If any person or entity brings a Claim released under this Release on Executive’s behalf, Executive will waive any right to payment recovery under that Claim and will use commercially reasonable efforts to cooperate with Company Released Parties to have the claim dismissed. 5. Executive acknowledges that he has been given the opportunity to review and consider this Release for 21 days from the date he received a copy. If Executive elects to sign before the expiration of the 21 days, Executive acknowledges that he will have chosen, of his own free will without any duress, to waive his right to the full 21 day period. 6. Executive may revoke this Release after signing it by delivering written notice to the Secretary of the Company within seven days after the signing date shown below (the “Revocation Period”). This Release, provided it is not revoked, will be effective on the day after the end of the Revocation Period. If Executive so revokes this Release, then the parties will automatically return to the status quo existing immediately prior to the revocation, there will be no obligation on the part of the Company or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitCompany Released Party to pay or provide the compensation described in Section 5 of the Employment Agreement, and Executive will repay to Company any monies and return any other consideration previously paid or provided to Executive under Section 5 of the Employment Agreement. 7. Executive acknowledges that he has been advised to consult with an attorney prior to signing this Release.

Section 409A of the Code. (a) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, any benefits payable under Section 7 shall be paid no later than the later of: (i) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the Company’s first taxable year in which such benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (b) Notwithstanding anything herein to the contrarycontrary in this Agreement, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Code Section 409A of 409A, as determined by the Company in accordance with Code and any severance Section 409A, to the extent that the payments and or benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant subject to Code Section 409A and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 14(h409A(a)(2)(B)(i), then such payments portion shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid distributed to Executive during the thirty (30) day period commencing on or before March 15th the earlier of (x) the year date that is six (6) months following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar yearCompany, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on date of Executive’s death, or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right earliest date as is permitted under Code Section 409A. (c) As provided in Internal Revenue Notice 2006-79, notwithstanding any other provision of this Agreement, with respect to an election or amendment to change a time and form of payment under this Agreement made on or reimbursement after January 1, 2007 and on or in-kind benefits hereunder before December 31, 2007, the election or amendment may apply only to amounts that would not otherwise be payable in 2007 and may not cause an amount to be liquidated or exchanged for any other benefitpaid in 2007 that would not otherwise be payable in 2007.]

Section 409A of the Code. Notwithstanding anything herein any other provision of this Agreement to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive Employee is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code: ”) and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six months after Employee’s “separation from service” (xwithin the meaning of Code Section 409A), then such payment or benefit required under this Agreement shall not be paid (or commence) during the six-month period immediately following Employee’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to Employee in a lump-sum cash payment on the earlier of (i) the amount first regular payroll date of expenses eligible the seventh month following Employee’s separation from service or (ii) the 10th business day following Employee’s death. If Employee’s termination of employment hereunder does not constitute a “separation from service” within the meaning of Code Section 409A, then any amounts payable hereunder on account of a termination of Employee’s employment and which are subject to Code Section 409A shall not be paid until Employee has experienced a “separation from service” within the meaning of Code Section 409A. In addition, no right to reimbursement hereunder or otherwise may be liquidated or exchanged for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for benefit and any reimbursement to which the Executive Employee is entitled to be reimbursed hereunder shall be made on or before later than the last day of the calendar year following the calendar year in which such expenses were incurred.” 3. Except as amended hereby, the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitAgreement shall continue in effect in accordance with its terms.

Section 409A of the Code. Notwithstanding anything herein (a) The payments and benefits under this letter are intended to comply with or be exempt from the contrary, if at the time application of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance so that none of the payments and benefits to Executive are considered a “deferral of compensation” be provided under this Agreement will be subject to the additional tax imposed under Section 409A 409A, and any ambiguities in this Agreement will be interpreted to so comply. Notwithstanding any provision of this letter to the Code (the “Deferred Payments”)contrary, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In in the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor determines that any of its employees payments or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment benefits payable hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless may be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right Company may (without any obligation to a series do so or to indemnify you for failure to do so) adopt such amendments to this letter or take any other actions that the Company determines are necessary or appropriate to (a) exempt such payments and benefits from Section 409A of installment the Code in order to preserve the intended tax treatment of such payments under this Agreement shall be treated as a right to a series of separate paymentsor benefits, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services or (b) comply with the Company within the meaning requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder. To the extent that any payments or benefits under this letter are deemed to be subject to Section 409A of the Code, this letter will be interpreted in accordance with Section 409A of the Code and Department of Treasury Regulations and other interpretive guidance issued thereunder. 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 Department of Treasury Regulations. (b) Notwithstanding anything to the contrary hereinin this letter, except no compensation or benefits, including without limitation any severance payments or benefits payable under Section 7 above, shall be paid to you during the six (6)-month period following your Separation from Service to the extent that paying such amounts at the time or times indicated in this letter would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any expensesuch amounts is delayed as a result of the previous sentence, reimbursement then on the first business day following the end of such six (6)-month period (or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of such earlier date upon which such amount can be paid under Section 409A of the Code: Code without resulting in a prohibited distribution, including as a result of your death), the Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such six-month period. (xc) To the amount of expenses eligible for reimbursement extent that any reimbursements or corresponding in-kind benefits provided to you under this letter are deemed to constitute compensation to you, such amounts will be paid or reimbursed reasonably promptly, but not later than March 15 of the Executive during year following the year in which the expense was incurred. The amount of any calendar such payments or expense reimbursements in one year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive eligible for payment or reimbursement in any other calendar taxable year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the your right to payment such payments or reimbursement or in-kind benefits hereunder may of any such expenses will not be liquidated subject to liquidation or exchanged exchange for any other benefit. Please confirm your agreement to the foregoing by signing and dating the enclosed duplicate original of this letter in the space provided below for your signature and returning it to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel. Please retain one fully-executed original for your files. Sincerely, ACCURAY INCORPORATED, a Delaware Corporation By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇, Ph.D. Title: President & Chief Executive Officer By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 2-2-11 Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Vice President, General Counsel Accepted and Agreed, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Personnel Grant Status Accuray Incorporated File: Optstmt ID: ▇▇-▇▇▇▇▇▇▇ Date: 12/14/2010 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Time: 4:40:42PM Sunnyvale, CA 94089 AS OF 12/14/2010 ▇▇▇▇▇ ▇▇▇▇▇▇ AWARDS 00001566 8/31/2007 2007 RSU 10,000.00 $ 0.00000 7,500.00 7,500.00 0.00 2,500.00 0.00 00003040 8/31/2010 2007 RSU 13,300.00 $ 0.00000 0.00 0.00 0.00 13,300.00 0.00 STOCK OPTIONS 00000496 12/2/2002 1998 ISO 360,000.00 $ 0.75000 152,000.00 360,000.00 0.00 0.00 208,000.00 208,000.00 00000600 8/27/2003 1998 ISO 120,000.00 $ 0.75000 100,000.00 120,000.00 0.00 0.00 20,000.00 20,000.00 00000706 8/10/2004 1998 ISO 68,750.00 $ 2.50000 0.00 68,750.00 0.00 0.00 68,750.00 68,750.00 00000707 8/10/2004 1998 NQ 51,250.00 $ 2.50000 26,000.00 51,250.00 0.00 0.00 25,250.00 25,250.00 00000792 11/7/2005 1998 ISO 22,448.00 $ 4.38000 0.00 22,448.00 0.00 0.00 22,448.00 22,448.00 00000793 11/7/2005 1998 NQ 37,552.00 $ 4.38000 0.00 37,552.00 0.00 0.00 37,552.00 37,552.00 00000998 8/23/2006 1998 ISO 17,018.00 $ 9.50000 0.00 17,018.00 0.00 0.00 17,018.00 17,018.00 00001561 8/31/2007 2007 NQ 60,000.00 $ 13.83000 0.00 51,250.00 0.00 8,750.00 60,000.00 51,250.00 00002179 8/29/2008 2007 NQ 85,000.00 $ 8.25000 0.00 51,354.00 0.00 33,646.00 85,000.00 51,354.00 00002623 8/31/2009 2007 NQ 90,000.00 $ 6.41000 0.00 25,714.00 0.00 64,286.00 90,000.00 25,714.00 00003039 8/31/2010 2007 NQ 40,000.00 $ 6.58000 0.00 1,667.00 0.00 38,333.00 40,000.00 1,667.00 C0000998 8/23/2006 1998 NQ 82,982.00 $ 9.50000 0.00 82,982.00 0.00 0.00 82,982.00 82,982.00 This General Release and Separation Agreement (hereafter “Agreement”) is entered into between (the “Executive”), and Accuray Incorporated (the “Company”), effective on the eighth calendar day following the Executive’s signature (the “Effective Date”), unless he/she revokes his/her acceptance in accordance with the terms of Section 6(b), below.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment It is intended that amounts payable under this Agreement will either be exempt from or comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and all regulations, guidance and other interpretive authority issued thereunder so as not to subject the Employee to payment of any severance payments and benefits to Executive are considered a “deferral of compensation” additional tax, penalty or interest imposed under Section 409A of the Code (the “Deferred Payments”)409A, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under and this Agreement are deferred pursuant to this Section 14(h), then will be interpreted on a basis consistent with such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeitureintent. For purposes of Section 409A of the Code409A, the right to a series of each installment payments payment provided under this Agreement shall be treated as a separate payment and the timing of payment is within the control of the Company. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. To the extent that the right to a series of separate payments, and references herein to any payment hereunder provides for the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A 409A(d)(1), if the Employee is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) on the date of the Code: (x) Employee’s “Separation from Service” within the amount meaning of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar yearSection 409A(a)(2)(A)(i), (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed then no such payment shall be made or commence during the period beginning on or before the last date of the Employee’s Separation from Service and ending on the date that is six months following the Employee’s Separation from Service or, if earlier, on the date of the Employee’s death. The amount of any payment that would otherwise be paid to the Employee during this period shall instead be paid to the Employee in a single lump sum on the fifteenth day of the first full calendar year month following the calendar year end of the period (“Delayed Payment Date”). Any remaining payments and benefits due under this Agreement will be paid or provided without delay in which accordance with the applicable expense is incurred, normal payment dates specified for them herein. References to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “Separation from Service” with the Company (z) within the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitmeaning of Section 1.409A).

Section 409A of the Code. This Agreement is intended, to the greatest extent permitted under law, to comply with the short-term deferral exemption and the separation pay exemption provided in Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other interpretative guidance issued thereunder (“Section 409A”) such that no benefits or payments under this Agreement are subject to Section 409A. Notwithstanding anything herein to the contrary, if at the time timing of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement will be made consistent with such exemption. To the extent applicable, this Agreement will be interpreted in accordance with Section 409A, including without limitation any such regulations or other guidance that may be issued after the Separation Date. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder may be subject to Section 409A, the Company may, to the extent permitted under Section 409A cooperate in good faith to adopt such amendments to this Agreement or adopt other appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines are deferred necessary or appropriate to avoid the imposition of taxes under Section 409A; provided however, that this paragraph will not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor will the Company have any liability for failing to do so. To the extent that any reimbursements payable pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of Agreement are subject to the provisions of this Section 14(h) provided409A, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 such reimbursements will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th no later than December 31 of the year following the year when in which the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Codeexpense was incurred, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar reimbursed in one year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar subsequent year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the Executive’s right to payment or reimbursement or in-kind benefits hereunder may under this Agreement will not be liquidated subject to liquidation or exchanged exchange for any other another benefit.. |US-DOCS\133800972.2|| |US-DOCS\133800972.2||

Section 409A of the Code. Notwithstanding anything herein It is the intention of the parties to this Agreement that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in under Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including that issued after the date hereof (collectively, “Section 409A”). The Agreement shall be interpreted to that end and, consistent with that objective and notwithstanding any provision herein to the contrary, the Company may unilaterally take any action it deems necessary or desirable to amend any provision herein to avoid the application of an excise tax under Section 409A. Further, no effect shall be given to any provision herein in a manner that reasonably could be expected to give rise to adverse tax consequences under that provision. If as a condition to receive severance payments and benefits Executive is required to deliver an effective release of claims in favor of the Company during a limited period following termination of employment, and such period spans two calendar years, then any such payments and benefits will accrue from the date of termination but commence in the second calendar year. The Company shall from time to time compile a list of "specified employees" as defined in, and pursuant to, Treas. Reg. Section 1. 409A-1(i). Notwithstanding any other provision herein, if the Executive are considered is a “deferral specified employee on the date of compensation” termination, no payment of compensation under this Agreement shall be made to the Executive during the period lasting six (6) months from the date of termination unless the Company determines that there is no reasonable basis for believing that making such payment would cause the Executive to suffer any adverse tax consequences pursuant to Section 409A of the Code (Code. For this purpose each installment payment shall be considered a separate payment under Section 409A. If any payment to the “Deferred Payments”)Executive is delayed pursuant to the foregoing sentence, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment instead shall be made on the first business day following the expiration of the seventh six-month following period referred to in the Executive’s Termination Dateprior sentence, or if earlier unless specified otherwise in Section 7(j)(i) hereof. Although the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided7(j), that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount to any additional taxes that the Executive may be subject to in the event that any amounts under this Agreement that satisfies are determined to violate Code section 409A. (i) Notwithstanding the requirements above, if Executive is a specified employee on the date of termination amounts described as being subject to payment in accordance with the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes provisions of this Agreement. Any amounts scheduled for payment hereunder when they Section 6(j)(i) that are ordinarily paid out not otherwise exempt from Section 409A under the short term deferral or when they are made separation pay exceptions to other executive officers, will nonetheless Section 409A shall be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk delay in payment for a six-month period following the date of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement termination and shall be treated paid as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of follows: For any Base Salary under Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement 7(a)(v) or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x7(c)(iv)(A) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed continued beyond the date of termination and for any Pension Replacement Payment, all payments that would have been made during the six-month period immediately following the date of termination shall be made in a single cash payment on or before the last first business day following the expiration of such six-month period, and as of the calendar year first business day following the calendar year expiration of such six-month period all such payments shall resume in which accordance with the applicable expense regular payroll practices of the Company until the end of the specified period; any bonus payments under Section 7(c)(iv)(B) that is incurred, and (z) delayed shall be paid in a single lump sum payment on the right to payment or reimbursement or infirst business day following the expiration of such six-kind benefits hereunder may not be liquidated or exchanged for any other benefitmonth period.

Section 409A of the Code. Notwithstanding anything herein It is the intention of the Parties that the benefits and rights to which the Executive could be entitled pursuant to this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations and other guidance promulgated or issued thereunder, to the contrary, if at extent that the time requirements of Section 409A of the Executive’s Code are applicable thereto, and this Agreement shall be construed in a manner consistent with that intention. If the Executive or the Company believes, at any time, that any such benefit or right that is subject to Section 409A of the Code does not so comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Section 409A of the Code (with the most limited possible economic effect on the Executive and on the Company). Any reference to the term retire, retirement, termination of employment with (or any other similar term) under this Agreement shall apply to any “separation from service” within the Company, the Company has determined that the Executive is a “specified employee” as defined in meaning of Section 409A of the Code and any severance payments and benefits payment or benefit required to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following be paid hereunder shall be made only in connection with the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferralseparation from service” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to any other provision of this Agreement, in the contrary herein, except to event the extent Executive is treated as a “specified employee” under Section 409A of the Code and any expense, reimbursement or in-kind benefit provided pursuant to payment under this Agreement does not constitute is treated as a “deferral of compensation” within the meaning of nonqualified deferred compensation payment under Section 409A of the Code: (x) , then to the amount extent required by Section 409A, the payment of expenses eligible such amounts shall be delayed for reimbursement or in-kind benefits provided six months and a day following the effective date of the Executive’s termination of employment, at which time a lump sum payment shall be made to the Executive consisting of the sum of the delayed payments (“Six Month Delay”). This provision shall not apply in the event of a specified employee’s termination of employment on account of death and, in the event of a specified employee’s death during the aforementioned six-month and a day period, such nonqualified deferred compensation may be paid at any calendar year will not affect time on or after such specified employee’s death. In the event that there is a Six Month Delay, the parties may agree to freeze the value of the GEO Shares in the Investment Account and credit the Investment Account interest during the Six Month Delay using the applicable federal rate. Neither the Company nor the Executive, individually or in combination, may accelerate any payment or benefit hereunder that is subject to Section 409A of the Code, except in compliance with Section 409A of the Code and this Agreement, and no amount that is subject to Section 409A of expenses eligible for reimbursement or in-kind benefits provided the Code shall be paid prior to the Executive in any other calendar year, (y) the reimbursements for expenses for earliest date on which the Executive is entitled to it may be reimbursed shall be made on or before the last day paid without violating Section 409A of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitCode.

Section 409A of the Code. Notwithstanding anything herein (a) If (i) the Executive is determined to be a “specified employee” within the contrarymeaning of Code Section 409A(a)(2)(B)(i), if at (ii) any amounts payable under this Agreement are “nonqualified deferred compensation” subject to Code Section 409A, and (iii) such amounts are payable on the time of the Employee’s “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h), then such amounts will be payable on a monthly basis after Executive’s termination of employment with the Company(or, if earlier, the Company has determined that date of death of Employee). To the maximum extent permitted by applicable law, amounts payable to the Executive is pursuant to Section 8 or Section 9 herein shall be made in reliance upon the exception for certain involuntary terminations under a “specified employee” separation pay plan or as defined in short-term deferral under Code Section 409A of the Code and any severance payments and benefits 409A. Payments under this Section to which an Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are would otherwise payable within be entitled during the first six (6) months following the Termination Date Executive’s termination date will become payable be accumulated and paid on the first business day of that is six (6) months after the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments termination date. (b) Any taxable reimbursements under this Agreement are deferred pursuant to this Section 14(h), then such payments shall will be paid at made no later than the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation end of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the calendar year following the calendar year when the payment is no longer subject to a substantial risk of forfeitureexpense was incurred. For purposes of complying with Section 409A 409A: (i) payment of such reimbursements or in-kind benefits during one calendar year will not affect the Code, amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (ii) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to the Executive. The Executive’s right to a series of receive installment payments under pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments, and references herein to the . (c) Any severance payments due as a result of Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning will be made only upon a “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h). (d) Any other provision of Section 409A of the Code. Notwithstanding anything this Agreement to the contrary hereinnotwithstanding, except in no event shall any payment or benefit under this Agreement that constitutes nonqualified deferred compensation for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. (e) To the extent any expenseamount payable to the Executive is subject to her entering into a Release and any such amount is nonqualified deferred compensation under Code Section 409A and which amount could be payable in either of two taxable years for the Executive, reimbursement such payments shall be made or in-kind benefit provided commence, as applicable, on the first business day of the later such taxable year (or any later date within seven (7) days after the Release becomes irrevocable) and shall include all payments that otherwise would have been made before such date. (f) In no event shall the Company be liable to the Executive for or with respect to any taxes, penalties or interest which may be imposed upon the Executive pursuant to Section 409A other than caused by the gross negligence or willful misconduct of any Company employee in the administration of the terms of this Agreement. The Executive hereby acknowledges that she has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to the Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 409A and applicable state tax law. The Executive hereby agrees that no representations have been made to the Executive relating to the tax treatment of any payment pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of under Code Section 409A and the corresponding provisions of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitstate income tax laws.

Section 409A of the Code. (a) Notwithstanding anything herein any provisions of this Agreement to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in (within the meaning of Section 409A of the Code and determined pursuant to procedures adopted by the Company) at the time of his separation from service and if any severance portion of the payments and or benefits to be received by the Executive are upon separation from service would be considered a “deferral of compensation” deferred compensation under Section 409A of the Code Code, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s separation from service (the “Deferred Delayed Payments”), such Deferred Payments ) and benefits that are would otherwise payable within be provided pursuant to this Agreement (the first six months “Delayed Benefits”) during the six-month period immediately following the Termination Date will become payable Executive’s separation from service (such period, the “Delay Period”) shall instead be paid or made available on the earlier of (i) the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In separation from service or (ii) Executive’s death (the event that payments under this Agreement are deferred pursuant to this Section 14(happlicable date, the “Permissible Payment Date”), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with also reimburse the Executive for the after-tax cost incurred by the Executive in good faith regarding independently obtaining any Delayed Benefits (the implementation of the provisions of this Section 14(h“Additional Delayed Payments”). (b) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount Each payment under this Agreement that satisfies the requirements shall be considered a “separate payment” and not of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) a series of the Treasury Regulations will not constitute Deferred Payments payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code. (c) Any Delayed Payments shall bear interest at the United States 5-year Treasury Rate plus 2%, the right to a series of installment payments under this Agreement which accumulated interest shall be treated as a right to a series of separate payments, and references herein paid to the Executive’s Executive on the Permissible Payment Date. (d) A termination of employment shall refer not be deemed to Executive’s have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A of the Code upon or following a termination of employment unless such termination is also a “separation of services with the Company from service” (within the meaning of Section 409A of the Code). 8. Notwithstanding anything The Agreement is hereby deemed to be further amended as necessary to conform it to the contrary terms of this Amendment. All other provisions of the Agreement, except as specifically amended herein, except to the extent any expenseremain in full force and effect and are incorporated herein. 9. This Amendment may be executed in one or more counterparts, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral each of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before deemed an original, but all of which together shall constitute one and the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitsame instrument.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined 1. It is intended that the Executive is a “specified employee” as defined in provisions of this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Notwithstanding the foregoing, the Company shall have no liability with regard to any severance payments and failure to comply with Code Section 409A so long as it has acted in good faith with regard to compliance therewith. 2. If, under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. 3. 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 to Executive are considered upon or following a termination of employment unless such termination is also a “deferral Separation from Service” within the meaning of compensationCode 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. 4. If Executive is deemed on the date of termination of his employment to be a “specified employee”, within the meaning of that term under Section 409A 409A(a)(2)(B) of the Code (and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then: a. With regard to any payment, the providing of any benefit or any distribution of equity upon separation from service that constitutes “Deferred Payments”)deferred compensation” subject to Code Section 409A, such Deferred Payments that are otherwise payable within payment, benefit or distribution shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive's Separation from Service or (ii) the date of the Executive's death; and b. On the first six months following the Termination Date will become payable on the first business day of the seventh month following the date of Executive’s Termination Date's Separation from Service or, or if earlier earlier, on the date of the Executive’s his death. In the event that , (x) all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then VIII(G)(4) (whether they would otherwise have been payable in a single sum or in installments in the absence of such payments delay) shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with or reimbursed to the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provideda lump sum, that neither the Company nor and any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment remaining payments and benefits due under this Agreement shall be treated paid or provided in accordance with the normal dates specified from them herein and (y) all distributions of equity delayed pursuant to this Section VIII(G)(4) shall be made to Executive. 5. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as a permitted by Code Section 409A, (i) the right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant benefits shall not be subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, (xii) the amount of expenses eligible for reimbursement reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar taxable year, provided that the foregoing clause (yii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the reimbursements for Code solely because such expenses for which are subject to a limit related to the Executive period the arrangement is entitled to be reimbursed in effect and (iii) such payments shall be made on or before the last day of the calendar Executive's taxable year following the calendar taxable year in which the applicable expense is incurredoccurred. 6. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., and “payment shall be made within thirty (z30) days following the right to date of termination), the actual date of payment or reimbursement or in-kind benefits hereunder may not within the specified period shall be liquidated or exchanged for any other benefitwithin the sole discretion of the Company.

Section 409A of the Code. Notwithstanding anything herein to (a) This Stock Award shall be administered, interpreted, and construed in a manner that does not result in the contraryimposition on Awardee of any additional tax, if at the time penalty, or interest under Section 409A of the Executive’s termination Code. The preceding provision, however, shall not be construed as a guarantee of employment with the Company, any particular tax effect and the Company has shall not be liable to Awardee if any payment made under this Stock Award is determined to result in an additional tax, penalty, or interest under Section 409A of the Code, nor for reporting in good faith any payment made under any Award as an amount includible in gross income under Section 409A of the Code. (b) “Termination of employment,” “resignation,” or words of similar import, as used in this Stock Award means for purposes of payments under this Award that are payments of deferred compensation subject to Section 409A of the Executive is a Code, Awardee’s “specified employeeseparation from service” as defined in Section 409A of the Code and Code. (c) To the extent any severance payments and benefits payment or settlement that is a payment of deferred compensation subject to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”)is contingent upon a Change of Control, such Deferred Payments that are otherwise payable within payment or settlement shall only occur if the first six months following the Termination Date will become payable on the first business day Change of Control would also constitute a change in ownership or effective control of the seventh month following the Executive’s Termination DateCompany, or if earlier a change in the date ownership of a substantial portion of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation assets of the provisions of this Section 14(h) providedCompany, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to The vesting of any Award shall not be affected by the contrary hereinpreceding sentence. (d) Except as would not be paid earlier in accordance with the terms hereof, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to if a payment obligation under this Agreement does not constitute Stock Award arises on account of Awardee’s separation from service while Awardee is a “deferral of compensationspecified employee” within the meaning of (as defined in Section 409A of the Code: ), any payment of “deferred compensation” (x) the amount of expenses eligible for reimbursement or in-kind benefits provided as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive exemptions in any other calendar year, Treasury Regulation Sections 1.409A-1(b)(3) through (yb)(12)) the reimbursements for expenses for which the Executive that is entitled scheduled to be reimbursed paid within six (6) months after such separation from service shall accrue without interest and shall be made on or before paid within 15 days after the last day end of the calendar year following six-month period beginning on the calendar year date of such separation from service or, if earlier, within 15 days after his or her death. (e) The deferred settlement of this Stock Award, if any, is made in which reliance on Section 1.409A-2(a)(5) and shall be interpreted accordingly. Any provision of this Agreement, the applicable expense is incurred, and (zPlan or any later amendment to this Agreement or the Plan that would contravene Section 1.409A-2(a)(5) the right to payment or reimbursement or in-kind benefits hereunder may shall not be liquidated or exchanged for any other benefiteffective.

Section 409A of the Code. Notwithstanding anything It is the intention of the parties to this Agreement that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the Executive under Section 409A of the Code and Department of Treasury regulations and other interpretative guidance thereunder, including that issued after the date hereof (collectively, “Section 409A”). The Agreement shall be interpreted to that end and, consistent with that objective and notwithstanding any provision herein to the contrary, Executive and the Company agree to amend this Agreement in order to avoid, if at practicable, the time application of such taxes or interest under Section 409A and in a manner to preserve the economic benefits of this Agreement from Executive’s termination of employment with perspective at no additional cost to the Company. Further, the Company has determined no effect shall be given to any provision herein in a manner that reasonably could be expected to give rise to adverse tax consequences under that provision. Notwithstanding any other provision herein, if the Executive is a “specified employee” (as defined in in, and pursuant to, Treasury Regulation 1.409A-1(i))on the date of termination, no payment of compensation under this Agreement shall be made to the Executive during the period lasting six (6) months from the date of termination unless the Company determines that there is no reasonable basis for believing that making such payment would cause the Executive to suffer any adverse tax consequences pursuant to Section 409A of 409A. If any payment to the Code and any severance payments and benefits Executive is delayed pursuant to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”)foregoing sentence, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment instead shall be made on the first business day following the expiration of the seventh six-month following period referred to in the Executive’s Termination Dateprior sentence. Moreover, or if earlier the date of the Executive’s death. In in the event that payments under this Agreement are deferred the Executive is required to execute a Release, no amount payable pursuant to this Section 14(h), then such payments 12 that is subject to Section 409A shall be paid at prior to the time specified in this Section 14(h) expiration of the revocation period without interestregard to whether the Executive waives such revocation right prior to the expiration of such period. The Although the Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided26, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount to any additional taxes that the Executive may be subject to in the event that any amounts under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in are determined to violate Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.409A.

Section 409A of the Code. Notwithstanding anything herein (a) The payments and benefits under this letter are intended to comply with or be exempt from the contrary, if at the time application of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance so that none of the payments and benefits to Executive are considered a “deferral of compensation” be provided under this Agreement will be subject to the additional tax imposed under Section 409A 409A, and any ambiguities in this Agreement will be interpreted to so comply. Notwithstanding any provision of this letter to the Code (the “Deferred Payments”)contrary, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In in the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor determines that any of its employees payments or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment benefits payable hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless may be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right Company may (without any obligation to a series do so or to indemnify you for failure to do so) adopt such amendments to this letter or take any other actions that the Company determines are necessary or appropriate to (a) exempt such payments and benefits from Section 409A of installment the Code in order to preserve the intended tax treatment of such payments under this Agreement shall be treated as a right to a series of separate paymentsor benefits, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services or (b) comply with the Company within the meaning requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder. To the extent that any payments or benefits under this letter are deemed to be subject to Section 409A of the Code, this letter will be interpreted in accordance with Section 409A of the Code and Department of Treasury Regulations and other interpretive guidance issued thereunder. 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 Department of Treasury Regulations. (b) Notwithstanding anything to the contrary hereinin this letter, except no compensation or benefits, including without limitation any severance payments or benefits payable under Section 7 above, shall be paid to you during the six (6)-month period following your Separation from Service to the extent that paying such amounts at the time or times indicated in this letter would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any expensesuch amounts is delayed as a result of the previous sentence, reimbursement then on the first business day following the end of such six (6)-month period (or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of such earlier date upon which such amount can be paid under Section 409A of the Code: Code without resulting in a prohibited distribution, including as a result of your death), the Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such six-month period. (xc) To the amount of expenses eligible for reimbursement extent that any reimbursements or corresponding in-kind benefits provided to you under this letter are deemed to constitute compensation to you, such amounts will be paid or reimbursed reasonably promptly, but not later than March 15 of the Executive during year following the year in which the expense was incurred. The amount of any calendar such payments or expense reimbursements in one year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive eligible for payment or reimbursement in any other calendar taxable year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the your right to payment such payments or reimbursement or in-kind benefits hereunder may of any such expenses will not be liquidated subject to liquidation or exchanged exchange for any other benefit. Please confirm your agreement to the foregoing by signing and dating the enclosed duplicate original of this letter in the space provided below for your signature and returning it to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel. Please retain one fully-executed original for your files. Sincerely, ACCURAY INCORPORATED, a Delaware Corporation By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇, Ph.D. Title: President & Chief Executive Officer By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 2-2-11 Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Vice President, General Counsel Accepted and Agreed, By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ID: ▇▇-▇▇▇▇▇▇▇ File: Optstmt ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Date: 12/14/2010 Sunnyvale, CA 94089 Time: 4:41:47PM AS OF 12/14/2010 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ AWARDS 00001553 7/20/2007 2007 RSU 8,000.00 $ 0.00000 6,000.00 6,000.00 0 00 2,000.00 0.00 00002063 2/29/2008 2007 RSU 5,000.00 $ 0.00000 2,500.00 2,500.00 0.00 2,500.00 0.00 00002185 8/29/2008 2007 RSU 2,500.00 $ 0.00000 1,250.00 1,250.00 0.00 1,250.00 0.00 00003034 8/31/2010 2007 RSU 10,000.00 $ 0.00000 0.00 0.00 0.00 10,000.00 0.00 STOCK OPTIONS 00001555 7/20/2007 2007 NQ 65,000.00 $ 18.40000 0.00 55,521.00 0.00 9,479.00 65,000.00 55,521.00 00002049 2/29/2008 2007 NQ 30,000.00 $ 10.36000 0.00 21,875,00 0.00 8,125.00 30,000.00 21,875.00 00002183 8/29/2008 2007 NQ 30,000.00 $ 8.25000 0.00 18,125.00 0.00 11,875.00 30,000.00 18,125.00 00002627 8/31/2009 2007 NQ 25,000.00 $ 6.41000 0.00 7,143.00 0.00 17,857.00 25,000.00 7,143.00 00003033 8/31/2010 2007 NQ 30,000.00 $ 6.58000 0.00 1,250.00 0.00 28,750.00 30,000,00 1,250.00 This General Release and Separation Agreement (hereafter “Agreement”) is entered into between (the “Executive”), and Accuray Incorporated (the “Company”), effective on the eighth calendar day following the Executive’s signature (the “Effective Date”), unless he/she revokes his/her acceptance in accordance with the terms of Section 6(b), below.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the ExecutiveVice Chairman’s termination of employment with the Company, the Company has determined that the Executive Vice Chairman is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive Vice Chairman are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the ExecutiveVice Chairman’s Termination Date, or if earlier the date of the ExecutiveVice Chairman’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive Vice Chairman in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive Vice Chairman with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive Vice Chairman on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the ExecutiveVice Chairman’s termination of employment shall refer to ExecutiveVice Chairman’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive Vice Chairman during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive Vice Chairman in any other calendar year, (y) the reimbursements for expenses for which the Executive Vice Chairman is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. Notwithstanding anything herein It is the intention of the parties to this Agreement that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in under Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including that issued after the date hereof (collectively, “Section 409A”). The Agreement shall be interpreted to that end and, consistent with that objective and notwithstanding any severance payments provision herein to the contrary, the Company may unilaterally take any action it deems necessary or desirable to amend any provision herein to avoid the application of or excise tax under Section 409A. Further, no effect shall be given to any provision herein in a manner that reasonably could be expected to give rise to adverse tax consequences under that provision. The Company shall from time to time compile a list of “specified employees” as defined in, and benefits pursuant to the Final Regulations under Section 409A or any successor regulation. Notwithstanding any other provision herein, if the Executive are considered is a “deferral specified employee on the date of compensation” termination, no payment of compensation under this Agreement shall be made to the Executive during the period lasting six months from the date of termination unless the Company determines that there is no reasonable basis for believing that making such payment would cause the Executive to suffer any adverse tax consequences pursuant to Section 409A of the Code (Code. If any payment to the “Deferred Payments”)Executive is delayed pursuant to the foregoing sentence, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment instead shall be made on the first business day following the expiration of the seventh six-month following period referred to in the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interestprior sentence. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, VI; provided that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 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, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. Notwithstanding anything herein (a) The amounts payable under this Agreement are intended to the contrary, if at the time of the Executive’s termination of employment be exempt from or otherwise comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits so that the income inclusion provisions of Section 409A(a)(1) do not apply to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant With respect to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount amounts payable 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 will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, this Agreement shall in all respects be administered in accordance with Section 409A of the right to a series of installment payments Code. Each payment under this Agreement shall be treated as a right separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. The term “terminate employment” and similar terms as used in this Agreement shall mean a series “separation from service” (within the meaning of separate paymentsTreasury Regulation Section 1.409A-1(h) (“Separation from Service”)). (b) If the Executive is a “specified employee,” determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, and references herein to on the date of the Executive’s termination Separation from Service, and if any portion of employment shall refer the payments or benefits to Executive’s separation of services with be received by the Company Executive upon his or her Separation from Service would constitute nonqualified deferred compensation (within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein), except then to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable or provided pursuant to this Agreement during the six-month period immediately following the Executive’s Separation from Service will instead be paid or made available on the earlier of (i) the date that the first business day of the seventh month after the Executive’s Separation from Service or (ii) the Executive’s death. (c) To the extent that any expense, reimbursement or in-kind benefit provided pursuant to under this Agreement does not constitute a “deferral of compensation” is nonqualified deferred compensation within the meaning of Section 409A of the Code: (xi) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits provided to the Executive provided, during any a calendar year will may not affect the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits provided to the Executive be provided, in any other calendar taxable year, ; (yii) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall reimbursement of an eligible expense must be made on or before the last day of the calendar year following the calendar year in which the applicable expense is was incurred, and (ziii) the right to payment or reimbursement or in-kind benefits hereunder may is not be liquidated subject to liquidation or exchanged exchange for any other another benefit.