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

Section 409A of the Code. To the extent applicable, it is intended that payments and benefits provided hereunder be exempt from or comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it is intended that payments and benefits provided hereunder be exempt from or comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment interpreted in accordance with Section 409A of the Code and not as one of a series of payments treated as a single payment for purposes Department of Treasury Regulation §1.409A-2(b)(2)(iiiregulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code and related Department of Treasury guidance, the Company shall work in good faith with the Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A of the Code, including without limitation, actions intended to (A) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code, and/or (B) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 12(d) shall 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 shall the Company have any liability for failing to do so. (ii) If Executive becomes entitled to receive To the extent permitted under Section 409A of the Code, any separate payment that constitutes or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation compensation” subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from serviceCode and Section 4(d) hereof to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), as so defined (subject to subsection (f)(iii)Section 1.409A-1(b)(9) below, or any other applicable exception or provision of Section 409A of the date of Executive’s deathCode. (iii) If To the extent that any payments or reimbursements provided to the Executive is a “specified employee”under this Agreement, as defined in Section 409A on the date he incurs a separation from serviceincluding, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject without limitation, pursuant to Section 409A2(b)(vi), including any amount deferred pursuant are deemed to subsection (f)(iiconstitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) abovewould apply, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, such amounts shall be paid until the first business day of the calendar year following the year that includes the Termination Dateor reimbursed reasonably promptly, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid but not later than the last day December 31 of the year following the year in which the expense is was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company the Executive’s right to such payments or reimbursement of any such expenses shall not be obligated subject to guarantee any particular tax result for Executive with respect to any payment liquidation or benefit provided to Executive hereunder, and Executive shall be responsible exchange for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesbenefit.

Section 409A of the Code. To the extent applicable, it This Agreement is intended to either avoid the application of, or comply with, Section 409A of the Code. To that payments end this Agreement shall at all times be interpreted in a manner that is consistent with Section 409A of the Code. Notwithstanding any other provision in this Agreement to the contrary, the Company shall have the right, in its sole discretion, to adopt such amendments to this Agreement or take such other actions (including amendments and benefits provided hereunder be exempt from actions with retroactive effect) as it determines is necessary or appropriate for this Agreement to comply with Section 409A of the Code Code. Further: (a) Any reimbursement of any costs and expenses by the guidance promulgated thereunder (collectively, “Section 409A”). This Company to the Executive under this Agreement shall be administered in a manner consistent with this intent and if Executive or made by the Company believes, at in no event later than the close of the Executive’s taxable year following the taxable year in which the cost or expense is incurred by the Executive. The expenses incurred by the Executive in any time, calendar year that are eligible for reimbursement under this Agreement shall not affect the expenses incurred by the Executive in any other calendar year that are eligible for reimbursement hereunder and the Executive’s right to receive any reimbursement hereunder shall not be subject to liquidation or exchange for any other benefit. (b) Any payment following a separation from service that would be subject to Section 409A(a)(2)(A)(i) of such payment or benefit is not exempt or does not so comply, Executive or the Company Code as a distribution following a separation from service of a “specified employee” (as defined under Section 409A(a)(2)(B)(i) of the Code) shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and be made on the Company) or first to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance occur of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To ten (10) days after the extent applicableexpiration of the six-month (6) period following such separation from service, each and every (ii) death, or (iii) such earlier date that complies with Section 409A of the Code. (c) Each payment to be made pursuant to that the Executive may receive under this Agreement shall be treated as a “separate payment and not as one of a series of payments treated as a single payment payment” for purposes of Treasury Regulation §1.409A-2(b)(2)(iii)Section 409A of the Code. (iid) If Executive becomes entitled A termination of employment shall not be deemed to receive have occurred for purposes of any provision of this Agreement providing for the payment that constitutes deferred compensation subject to Section 409A of any amounts or benefits upon or following a termination of employment, and employment unless such termination of employment does not constitute is also a “separation from service” as defined in within the meaning of Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier 409A of the date Executive incurs Code and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” or like terms shall mean “separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it This Agreement is intended that payments and benefits provided hereunder be exempt from or to comply with Section 409A of the Code Code, and the Treasury regulations and other interpretive guidance promulgated issued thereunder (collectively, “Section 409A”). This Agreement , or to be treated as exempt therefrom, and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service, as a manner consistent with short-term deferral, or as any other compensation that is otherwise exempt from Section 409A shall be excluded from Section 409A to the maximum extent possible. Any payments to be made under this intent Agreement upon a termination of Executive’s employment that are subject to Section 409A shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding any provision in this Agreement to the contrary, if any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if Executive or the Company believes, at any time, that any Executive’s receipt of such payment or benefit is not exempt or does not so comply, Executive or delayed until the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms earlier of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent date of Executive’s death or (ii) the date that is six months after the Date of Termination of Executive’s employment hereunder (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Executive (or Executive’s estate, if applicable, each and every ) until the Section 409A Payment Date. Each payment under this Agreement is intended to be made pursuant to this Agreement shall be treated as a “separate payment payment” and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment409A. Notwithstanding the foregoing, and such termination of employment the Company does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereundereffect, and Executive shall be solely responsible and liable for any the satisfaction of all taxes, additional taxes or penalties and interest that may be imposed on or for the account of Executive in connection with the Agreement (including any such payment taxes, penalties and interest under Section 409A), and neither the Company, nor any of its affiliates, shall have any obligation to indemnify or benefit with respect to Section 409A otherwise hold Executive (or any other obligation to pay beneficiary) harmless from any or all of such taxes, penalties or interest.

Section 409A of the Code. To the extent applicable, it is (a) The amounts payable pursuant to this Agreement are intended that payments and benefits provided hereunder to be exempt from Section 409A of the Code and related U.S. treasury regulations or official pronouncements and will be construed in a manner that is compliant with such exemption; provided, however, if and to the extent that any compensation payable under this Agreement is determined to be subject to Section 409A of the Code, this Agreement will be construed in a manner that will comply with Section 409A of the Code. The terms “termination of employment” and “separate from service” as used throughout this Agreement refer to a “separation from service” within the meaning of Section 409A of the Code. Any payments under this Agreement that may be excluded from Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement either as separation pay due to an involuntary separation from service or as a short-term deferral shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under excluded from Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything Code to the contrary in this Agreement: (i) To maximum extent possible. For purposes of Section 409A of the extent applicableCode, each and every installment payment to be made pursuant to provided under this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii)payment. (iib) If Executive becomes entitled any benefits payable or otherwise provided under this Agreement would be deemed to receive any payment that constitutes constitute non-qualified deferred compensation subject to Section 409A upon of the Code, Parent or the Bank, as applicable, will have the discretion to adjust the terms of such payment or benefit (but not the amount or value thereof) as reasonably necessary to comply with the requirements of Section 409A of the Code to avoid the imposition of any excise tax or other penalty with respect to such payment or benefit under Section 409A of the Code. (c) Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the Termination Date to be a “specified employee” within the meaning of Section 409A of the Code, then any payments and benefits under this Agreement that are subject to Section 409A of the Code and paid by reason of a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall will be deferred, without interest, and paid made or provided on the earlier later of (i) the payment date set forth in this Agreement or (ii) the date that is the earliest of (A) the expiration of the date Executive incurs a separation six-month period measured from service, as so defined (subject to subsection (f)(iii)) belowthe Termination Date, or (B) the date of Executive’s death. death (iii) If Executive is a the “specified employeeDelay Period”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation ). Payments and benefits subject to Section 409A, including any amount deferred pursuant the Delay Period will be paid or provided to subsection (f)(ii) above, shall Executive without interest for such delay. Any expense reimbursement payable to Executive under the terms of this Agreement will be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day before March 15 of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the calendar year in which such reimbursable expense was incurred. The amount of such reimbursements that the expense Bank is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee pay in any particular tax result for given calendar year will not affect the amount the Bank is obligated to pay in any other calendar year. In addition, Executive with respect may not liquidate or exchange the right to any payment or benefit provided to Executive hereunder, and Executive shall be responsible reimbursement of such expenses for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesbenefits.

Section 409A of the Code. To the extent applicable, it is intended that payments and benefits provided hereunder be exempt from or comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment interpreted in accordance with Section 409A of the Code and not as one of a series of payments treated as a single payment for purposes Department of Treasury Regulation §1.409A-2(b)(2)(iiiregulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code and related Department of Treasury guidance, the Company shall work in good faith with the Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A of the Code, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code, and/or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 10(d) shall 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 shall the Company have any liability for failing to do so. (ii) If Executive becomes entitled Any right to receive a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment that constitutes or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation compensation” subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from serviceCode and Section 4(d) hereof to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), as so defined (subject to subsection (f)(iii)Section 1.409A-1(b)(9) below, or any other applicable exception or provision of Section 409A of the date of Executive’s deathCode. (iii) If To the extent that any payments or reimbursements provided to the Executive is a “specified employee”under this Agreement, as defined in Section 409A on the date he incurs a separation from serviceincluding, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject without limitation, pursuant to Section 409A2(b)(vii) hereof, including any amount deferred pursuant are deemed to subsection (f)(iiconstitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) abovewould apply, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, such amounts shall be paid until the first business day of the calendar year following the year that includes the Termination Dateor reimbursed reasonably promptly, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid but not later than the last day December 31 of the year following the year in which the expense is was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company the Executive’s right to such payments or reimbursement of any such expenses shall not be obligated subject to guarantee any particular tax result for Executive with respect to any payment liquidation or benefit provided to Executive hereunder, and Executive shall be responsible exchange for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesbenefit.

Section 409A of the Code. To The intent of the extent applicable, it parties hereto is intended that payments and benefits provided hereunder be exempt from or under this Agreement comply with Section 409A of the Code and the regulations and other guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To extent subject thereto, and, accordingly, to the maximum extent applicablepermitted, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment interpreted and not as one administered to be in compliance therewith. Notwithstanding anything herein to the contrary: (a) if at the time of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such the Executive’s termination of employment does not constitute a “separation from service” as defined in Section 409Awith First Financial, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, ” as defined in Section 409A on and the date he incurs deferral of the commencement of any payments or benefits otherwise payable or provided hereunder as a separation from service, any amount that becomes payable by reason result of such separation from service that constitutes deferred compensation subject termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, including then the payment of any amount deferred pursuant to subsection (f)(ii) above, such payments or benefits shall be deferred, without interest, delayed and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s termination of employment with First Financial in accordance with the requirements of Section 409A (or the earliest date as is permitted under Section 409A); (b) if any other payments of money or other benefits due to the Executive hereunder could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board that does not cause such an accelerated or additional tax; (c) to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Executive shall not be considered to have terminated employment with First Financial for purposes of this Agreement and no payment shall be due to the Executive under this Agreement until the Executive would be considered to have incurred a “separation from service” from First Financial within the meaning of Section 409A; and (d) each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is which constitute deferred compensation subject to Section 409A, shall be construed as a separate identified payment for purposes of Section 409A. To the payment of which is dependent upon extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to the execution of the Release, Executive under this Agreement shall be paid until to the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than on or before the last day of the year following the year in which the expense is was incurred, and all reimbursements the amount of expenses eligible for reimbursement (and in-kind benefits provided to the Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year and in no event shall any right to reimbursement or receipt of in-kind benefits be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated subject to guarantee any particular tax result liquidation or exchange for Executive another benefit; provided, however, that with respect to any reimbursements for any taxes which the Executive would become entitled to under the terms of this Agreement, the payment or benefit provided to Executive hereunder, and Executive of such reimbursements shall be responsible for any made by First Financial no later than the end of the calendar year following the calendar year in which the Executive remits the related taxes, additional taxes or penalties imposed on . First Financial shall consult with the Executive in connection with any such payment or benefit with respect to good faith regarding the implementation of the provisions of this Section 409A or any other obligation to pay taxes14.

Section 409A of the Code. To the extent applicable, it is intended that payments and benefits provided hereunder be exempt from or comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code and related Department of Treasury guidance, the Company shall work in good faith with the Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A of the Code, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code, and/or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 11(d) shall 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 shall the Company have any liability for failing to do so. Each series of installment payments made under this Agreement is hereby designated as a separate payment and not as one of a series of payments treated as a single payment for purposes “separate payments” within the meaning of Treasury Regulation §1.409A-2(b)(2)(iii)Section 409A of the Code. (ii) If Executive becomes entitled to receive To the extent permitted under Section 409A of the Code, any separate payment that constitutes or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation compensation” subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from serviceCode and Section 4(e) hereof to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), as so defined (subject to subsection (f)(iii)Section 1.409A-1(b)(9) below, or any other applicable exception or provision of Section 409A of the date of Executive’s deathCode. (iii) If To the extent that any payments or reimbursements provided to the Executive is a “specified employee”under this Agreement, as defined in Section 409A on the date he incurs a separation from serviceincluding, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject without limitation, pursuant to Section 409A2(b)(vi), including any amount deferred pursuant are deemed to subsection (f)(iiconstitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) abovewould apply, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, such amounts shall be paid until the first business day of the calendar year following the year that includes the Termination Dateor reimbursed reasonably promptly, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid but not later than the last day December 31 of the year following the year in which the expense is was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company the Executive’s right to such payments or reimbursement of any such expenses shall not be obligated subject to guarantee any particular tax result for Executive with respect to any payment liquidation or benefit provided to Executive hereunder, and Executive shall be responsible exchange for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesbenefit.

Section 409A of the Code. To the extent applicableExecutive would otherwise be entitled to any payment under this Employment Agreement or any plan or arrangement of ICE or its affiliates, it is intended that payments and benefits provided hereunder be exempt from or comply with constitutes “deferred compensation” subject to Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (collectively, “Section 409A”) and that if paid during the six months beginning on the date of termination of Executive’s employment would be subject to the Section 409A additional tax because Executive is a “specified employee” (within the meaning of Section 409A and as determined by ICE), the payment will be paid to Executive on the earlier of the six-month anniversary of Executive’s date of termination, a change in ownership or effective control of ICE (within the meaning of Section 409A) or Executive’s death. This Agreement shall Similarly, to the extent Executive would otherwise be administered entitled to any benefit (other than a payment) during the six months beginning on termination of Executive’s employment that would be subject to the Section 409A additional tax, the benefit will be delayed and will begin being provided on the earlier of the six-month anniversary of Executive’s date of termination, a change in a manner consistent with this intent and if Executive ownership or effective control of ICE (within the Company believesmeaning of Section 409A) or Executive’s death. In addition, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A due upon a termination of employment, and such termination Executive’s employment that represents a “deferral of employment does not constitute compensation” within the meaning of Section 409A shall be paid or provided to Executive only upon a “separation from service” as defined in Treas. Reg. Section 409A1.409A-1(h). To the extent applicable, each severance payment of such amount made under this Employment Agreement shall be deferreddeemed to be a separate payment, without interestamounts payable under Section 4 of this Employment Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treas. Reg. Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treas. Reg. Section 1.409A-1 through 1.409A-6. Notwithstanding anything to the contrary in this Employment Agreement or elsewhere, and any payment or benefit under this Employment Agreement or otherwise that is exempt from Section 409A pursuant to Treas. Reg. Section 1.409A-1(b)(9)(v)(A) or (C) shall be paid on or provided to Executive only to the earlier extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of Executive’s second taxable year following Executive’s taxable year in which the date Executive incurs a “separation from service” occurs; and provided further that such expenses shall be reimbursed no later than the last day of Executive’s third taxable year following the taxable year in which Executive’s “separation from service” occurs. Except as otherwise expressly provided herein, as so defined (to the extent any expense reimbursement or the provision of any in-kind benefit under this Employment Agreement is determined to be subject to subsection (f)(iii)) belowSection 409A of the Code, the amount of any such expenses eligible for reimbursement, or the date provision of Executive’s death. (iii) If Executive is a “specified employee”any in-kind benefit, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the one calendar year following shall not affect the expenses eligible for reimbursement in any other calendar year that includes (except for any life-time or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business last day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the calendar year in which the expense is incurredExecutive incurred such expenses, and all reimbursements and in no event shall any right to reimbursement or the provision of any in-kind benefits shall benefit be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv)subject to liquidation or exchange for another benefit. (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To (i) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the extent applicableCode, it and, accordingly, the severance payments payable under Section 4 shall be paid no later than the later of: (a) the fifteenth (15th) day of the third month following the Executive’s first taxable year in which such severance benefit is intended that payments no longer subject to a substantial risk of forfeiture, and benefits provided hereunder be exempt from or comply (b) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Section 409A of the Code and any Treasury Regulations and other guidance issued thereunder. To the guidance promulgated thereunder (collectivelyextent applicable, “Section 409A”). This this Agreement shall be administered interpreted in a manner consistent accordance with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding Code and Treasury Regulations and other interpretive guidance issued thereunder. (ii) Notwithstanding anything to the contrary in this Agreement: (i) To , if at the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one time of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such the Executive’s termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on with the earlier of Company the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, ” as defined in Section 409A on of the date he incurs a separation from serviceCode, any amount as determined by the Company in accordance with Section 409A of the Code, to the extent that becomes payable by reason of such separation from service that constitutes deferred compensation the payments or benefits under this Agreement are subject to Section 409A409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which the Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, including any amount deferred pursuant to subsection (f)(ii) above, then such portion shall be deferred, without interest, and paid or distributed to the Executive during the thirty (30) day period commencing on the earlier of (a) the first business day of the seventh month date that is six (6) months following the month that includes Executive’s separation from servicetermination of employment with the Company, or (b) the date of the Executive’s death. , or (ivc) If the sixty (60) day period described in earliest date as is permitted under Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution 409A of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signedCode. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it is intended that payments and benefits provided hereunder be exempt from or comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty fifty-five (6055) day period described in Section 9 following the Termination Date ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To The parties intend that this Agreement and the extent applicable, it is intended that payments and other benefits provided hereunder be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. For example, in addition to any other exceptions that may apply, if payments provided under section 6.1(c) and (d) would meet the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii) but for the dollar limit in such exception, then amounts up to such limitation will be paid as provided in section 6.1 and only the excess over such limitation will be treated as subject to Code Section 409A. To the extent Code Section 409A is applicable to this Agreement (and such payments and benefits), the parties intend that this Agreement (and such payments and benefits) comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A 409A. Notwithstanding any other provision of this Agreement to the Code and the guidance promulgated thereunder (collectivelycontrary, “Section 409A”). This this Agreement shall be interpreted, operated and administered in a manner consistent with this intent and if Executive or such intentions. Without limiting the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance generality of the foregoing, the following provisions shall apply and notwithstanding anything any other provision of this Agreement to the contrary contrary, with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement: (i) To Agreement to the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of the Executive’s employment does not constitute a are intended to mean the Executive’s “separation from service,” as defined in within the meaning of Code Section 409A409A(a)(2)(A)(i). In addition, payment of such amount shall be deferred, without interest, and paid on if the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”,” within the meaning of Code Section 409A(a)(2)(B)(i), as defined in then to the extent necessary to avoid subjecting the Executive to the imposition of any additional tax under Code Section 409A on 409A, amounts that would otherwise be payable under this Agreement during the date he incurs a six-month period immediately following the Executive’s “separation from service, any amount that becomes payable by reason ,” within the meaning of such separation from service that constitutes deferred compensation subject to Code Section 409A, including any amount deferred pursuant to subsection (f)(ii) above409A(a)(2)(A)(i), shall not be deferredpaid to the Executive during such period, without interest, but shall instead be accumulated and paid to the Executive (or, in the event of the Executive’s death, the Executive’s estate) in a lump sum on the first business day following the earlier of the first business day of date that is six months after the seventh month following the month that includes Executive’s separation from service, service or the date of Executive’s death. . Provided, however, that the Company shall pay the amounts due the Executive under this Agreement at the times provided in Section 6 unless the Company fails to commence required payments to the Executive within ten (iv10) days after the Executive’s Date of Termination because the Company determines that Code Section 409A prohibits such payments at those times, in which case the Executive shall have ten (10) days after such failure to submit a legal opinion to the contrary which the Company shall be entitled to rely upon. The Company shall have ten (10) days from receipt of that opinion to either commence payments pursuant to Section 6 or to submit the matter to immediate binding arbitration to be decided within 30 days by one arbitrator who is either mutually agreed upon or selected in accordance with the AAA rules. If the sixty (60) day period described in Section 9 ends in Company or the calendar year following Executive determines that any provision of this Agreement is or might be inconsistent with the year that includes the Termination Date, no amount that is subject to requirements of Code Section 409A, the payment parties shall attempt in good faith to agree on such amendments to this Agreement as may be necessary or appropriate to avoid subjecting the Executive to the imposition of which is dependent upon any additional tax under Code Section 409A. Notwithstanding the execution foregoing, no provision of the Release, this Agreement shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of interpreted or construed to transfer any expense payable liability for failure to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance comply with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Code Section 409A from the Executive or any other obligation individual to pay taxesthe Company or any of its affiliates.

Section 409A of the Code. To It is the extent applicable, it intention of the parties to this Agreement that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences under Section 409A of the Code (“Section 409A”) and that such payments or entitlements to which the Executive is or could become entitled to under this Agreement are intended that payments and benefits provided hereunder to be exempt from or comply with Section 409A of 409A, with the Code payments intended to be exempt under the “short-term deferral” and “separation pay” exceptions to the guidance promulgated thereunder (collectively, “maximum extent permitted under Section 409A”). This , and this Agreement shall be interpreted and administered in a manner consistent with this intent and if Executive or such intent. 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 Section 409A. Notwithstanding the foregoing, the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to may unilaterally amend the terms of such arrangement such that it is exempt or complies (with this Agreement to avoid the most limited possible economic effect on Executive and on the Company) application of, or to minimize comply with, Section 409A, in a particular circumstance or as necessary or desirable to satisfy any of the requirements under Section 409A or to mitigate any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable, but the Company shall not be under any obligation to make any such amendment. In furtherance For purposes of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicableSection 409A, each and every installment payment to be made pursuant to provided under this Agreement shall be treated as a separate payment and not as one distinct payment. Nothing in this Agreement shall provide a basis for any person to take action against the Company or any affiliate thereof based on matters covered by Section 409A, including the tax treatment of a series any amount paid under the Agreement, and neither the Company nor any of payments treated as a single payment its affiliates shall under any circumstances have any liability to the Executive or his estate or any other party for purposes any taxes, penalties or interest due on amounts paid or payable under this Agreement, including taxes, penalties or interest imposed under Section 409A. Without limiting the generality of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled the foregoing and anything in this Agreement to receive any payment that constitutes the contrary notwithstanding, if amounts or benefits payable by reference to the timing of the Executive’s termination of employment constitute non-qualified deferred compensation subject to Section 409A upon a termination of employment409A, and as determined in the Company’s sole discretion, (i) such termination of employment does amounts or benefits shall not constitute be paid unless the Executive experiences a “separation from service” as defined in (within the meaning of Section 409A), (ii) to the extent that any payment period conditioned on the Executive’s execution of a release commences in one calendar year and ends in the subsequent calendar year, such amount amounts or benefits shall be deferred, without interest, paid in the second calendar year; and paid on (iii) if Executive is a “specified employee” (within the earlier meaning of Section 409A) as of the date Executive incurs a of Executive’s separation from service, as so defined (subject to subsection (f)(iii)) belowsuch amounts or benefits shall not be paid until the date that is six months and one day following the date of Executive’s separation from service, or if earlier, the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it is intended that payments and benefits provided hereunder be exempt from or comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment interpreted in accordance with Section 409A of the Code and not as one of a series of payments treated as a single payment for purposes Department of Treasury Regulation §1.409A-2(b)(2)(iiiregulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code and related Department of Treasury guidance, the Company shall work in good faith with the Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A of the Code, including without limitation, actions intended to (A) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code, and/or (B) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 11(d) shall 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 shall the Company have any liability for failing to do so. (ii) If Executive becomes entitled to receive To the extent permitted under Section 409A of the Code, any separate payment that constitutes or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation compensation” subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from serviceCode and Section 4(d) hereof to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), as so defined (subject to subsection (f)(iii)Section 1.409A-1(b)(9) below, or any other applicable exception or provision of Section 409A of the date of Executive’s deathCode. (iii) If To the extent that any payments or reimbursements provided to the Executive is a “specified employee”under this Agreement, as defined in Section 409A on the date he incurs a separation from serviceincluding, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject without limitation, pursuant to Section 409A2(b)(vii), including any amount deferred pursuant are deemed to subsection (f)(iiconstitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) abovewould apply, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, such amounts shall be paid until the first business day of the calendar year following the year that includes the Termination Dateor reimbursed reasonably promptly, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid but not later than the last day December 31 of the year following the year in which the expense is was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company the Executive’s right to such payments or reimbursement of any such expenses shall not be obligated subject to guarantee any particular tax result for Executive with respect to any payment liquidation or benefit provided to Executive hereunder, and Executive shall be responsible exchange for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesbenefit.

Section 409A of the Code. To the extent applicable, it is intended that payments and benefits provided hereunder be exempt from or comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment interpreted in accordance with Section 409A of the Code and not as one of a series of payments treated as a single payment for purposes Department of Treasury Regulation §1.409A-2(b)(2)(iiiregulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code and related Department of Treasury guidance, the Company shall work in good faith with the Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A of the Code, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code, and/or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 10(d) shall 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 shall the Company have any liability for failing to do so. (ii) If Executive becomes entitled Any right to receive a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment that constitutes or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation compensation” subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from serviceCode and Section 4(d) hereof to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), as so defined (subject to subsection (f)(iii)Section 1.409A-1(b)(9) below, or any other applicable exception or provision of Section 409A of the date of Executive’s deathCode. (iii) If To the extent that any payments or reimbursements provided to the Executive is a “specified employee”under this Agreement, as defined in Section 409A on the date he incurs a separation from serviceincluding, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject without limitation, pursuant to Section 409A2(b)(vi) hereof, including any amount deferred pursuant are deemed to subsection (f)(iiconstitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) abovewould apply, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, such amounts shall be paid until the first business day of the calendar year following the year that includes the Termination Dateor reimbursed reasonably promptly, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid but not later than the last day December 31 of the year following the year in which the expense is was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company the Executive’s right to such payments or reimbursement of any such expenses shall not be obligated subject to guarantee any particular tax result for Executive with respect to any payment liquidation or benefit provided to Executive hereunder, and Executive shall be responsible exchange for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesbenefit.

Section 409A of the Code. To the extent applicable, it is intended that payments and benefits provided hereunder be exempt from or comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment interpreted in accordance with Section 409A of the Code and not as one of a series of payments treated as a single payment for purposes Department of Treasury Regulation §1.409A-2(b)(2)(iiiregulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code and related Department of Treasury guidance, the Company shall work in good faith with the Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A of the Code, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code, and/or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 11(d) shall 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 shall the Company have any liability for failing to do so. (ii) If Executive becomes entitled to receive To the extent permitted under Section 409A of the Code, any separate payment that constitutes or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation compensation” subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from serviceCode and Section 4(e) hereof to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), as so defined (subject to subsection (f)(iii)Section 1.409A-1(b)(9) below, or any other applicable exception or provision of Section 409A of the date of Executive’s deathCode. (iii) If To the extent that any payments or reimbursements provided to the Executive is a “specified employee”under this Agreement, as defined in Section 409A on the date he incurs a separation from serviceincluding, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject without limitation, pursuant to Section 409A2(b)(vii), including any amount deferred pursuant are deemed to subsection (f)(iiconstitute compensation to the Executive to which Treasury Regulation Section 1. 409A-3(i)(1)(iv) abovewould apply, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, such amounts shall be paid until the first business day of the calendar year following the year that includes the Termination Dateor reimbursed reasonably promptly, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid but not later than the last day December 31 of the year following the year in which the expense is was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company the Executive’s right to such payments or reimbursement of any such expenses shall not be obligated subject to guarantee any particular tax result for Executive with respect to any payment liquidation or benefit provided to Executive hereunder, and Executive shall be responsible exchange for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesbenefit.

Section 409A of the Code. To the extent applicable, it is (a) Amounts payable under this Agreement are intended that payments and benefits provided hereunder either to be exempt from or comply with the rules of Section 409A of the Code or to satisfy those rules and shall be construed accordingly. The Company shall not be liable to Employee with respect to any Agreement-related adverse tax consequences arising under Section 409A or other provision of the Code. (b) If any provision of this Agreement contravenes any regulations or Treasury guidance promulgated thereunder (collectively, “under Code Section 409A or could cause an amount payable hereunder to be subject to the interest and penalties under Code Section 409A”). This , such provision of the Agreement shall be administered in deemed automatically modified to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the provisions of Code Section 409A. (c) Notwithstanding any provisions of this Agreement to the contrary, if Employee is a manner consistent with this intent and if Executive or the Company believes“specified employee” (as such term is defined for purposes of Code Section 409A), at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company no Severance Payment shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply be made under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything 7(c) hereof prior to the contrary six-month anniversary of Employee’s separation of service to the extent such six-month delay in this Agreement: (i) payment is required to comply with Code Section 409A. To the extent applicablethat this Section 9(c) applies to any Severance Payment under Section 7(c) hereof, each and every payment to be made pursuant to this Agreement shall be treated the Company shall, as a separate payment and not soon as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a practicable following Employee’s termination of employment, and such termination of employment after Employee executes and does not constitute a “separation from service” revoke the General Release of all claims as defined referenced in Section 409A7(c), payment deposit an amount equal to the gross amount of such Severance Payment into an irrevocable Rabbi Trust in the form prescribed by Internal Revenue Service Revenue Procedure 92-64. Such Rabbi Trust shall be established and maintained by the Company, at its own expense, pending the distribution of such amount to Employee under this Agreement. The Trustee shall be deferred, without interesta financial institution selected by the Company, and the Trustee shall invest all amounts deposited therein with the purpose of preserving the Trust principal. All principal and income from the Rabbi Trust shall be paid to Employee on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the six-month that includes Executiveanniversary of Employee’s separation from service, . The Trustee shall withhold or the date of Executive’s deathcause to be withheld all withholding taxes as may be required by applicable law. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To This Agreement is intended, and shall be construed and interpreted, to the extent applicablepracticable, it is intended that payments to avoid imposition on the Executive of income and benefits provided hereunder additional tax and interest pursuant to Code Section 409A and, if necessary, any provision shall be exempt from held null and void to the extent such provision (or part thereof) fails to comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any Treasury Regulations thereunder. For purposes of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicableCode, each and every payment to be made pursuant to this of compensation under the Agreement shall be treated as a separate payment and not as one of a series compensation. Any amounts payable solely on account of payments treated as a single payment for purposes an involuntary termination shall be excludible from the requirements of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employmentthe Code, and such termination of employment does not constitute a “either as separation from service” pay or as defined in Section 409A, payment of such amount short-term deferrals to the maximum possible extent. Nothing herein shall be deferred, without interest, and paid on construed as the earlier guarantee of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive treatment to the Executive, and none of the Corporation or the Board shall have any liability with respect to any payment failure to comply with the requirements of Section 409A of the Code. 3. This Amendment may be executed in one or benefit provided to Executive hereundermore counterparts, and Executive all of which shall be responsible for any taxesconsidered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to one another. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or electronic portable document format (“pdf”) transmission shall be effective as delivery of a manually executed counterpart of this Amendment. 4. Upon and after the date of this Amendment, additional taxes each reference in the Agreement to “this Agreement”, “hereunder”, “hereof” or penalties imposed on Executive words of like import referring to the Agreement shall mean and be a reference to the Agreement as amended by this Amendment. 5. Except as expressly provided herein, all provisions, terms and conditions of the Agreement shall remain in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesfull force and effect. As amended hereby, the Agreement is ratified and confirmed in all respects.

Section 409A of the Code. To The intent of the extent applicable, it parties is intended that payments and benefits provided hereunder be exempt from or under this Agreement comply with Section 409A of the Code and the Treasury Regulations and guidance promulgated thereunder (collectively, “Section 409A”), to the extent subject thereto, and accordingly, to the maximum extent permitted, this letter shall be interpreted and administered to be in compliance therewith. This Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with the Company for purposes of any provision in this Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A and this Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicableinterpreted consistently therewith. In furtherance of Without limiting the foregoing, the following provisions shall apply and notwithstanding anything to the contrary in this Agreement: (i) To contained herein, to the extent applicable, each and every payment (a) any payments or benefits to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If which Executive becomes entitled to receive under this Agreement, or under any payment that constitutes agreement or plan referenced herein, in connection with Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A upon a termination of employment, the Code and (b) Executive is deemed at the time of such termination of employment does to be a “specified employee” under Section 409A of the Code, then such payments shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Executive’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code) from the Company; or (ii) the date of Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive, including (without limitation) the additional twenty percent (20%) tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. 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 absence of this paragraph shall be paid to Executive or Executive’s beneficiary in one lump sum (without interest). Any termination of Executive’s employment is intended to constitute a “separation from service” as such term is defined in Treasury Regulation Section 409A1.409A-1. It is intended that each installment of the payments provided hereunder constitute separate and distinct “payments” for purposes of Section 1.409A of the Code. It is further intended that payments hereunder satisfy, payment to the greatest extent possible, the exemption from the application of Code Section 409A (and any state law of similar effect) provided under Treasury Regulation Section 1.409A-1(b)(4) (as a “short-term deferral”). The Company makes no representation that any or all of the payments described or referenced in this letter will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such amount shall be deferred, without interestpayment, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject Company’s only obligation is to subsection (f)(iii)) below, or the date of Executive’s deathcomply with its obligations set forth herein. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it is intended that payments and benefits provided hereunder be exempt from or comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement::  (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii)..  (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death..  (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death..  (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed..  (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv)..  (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.. 

Section 409A of the Code. To the extent applicable, it (a) It is intended that each installment of the severance payments and provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that any payments or benefits provided hereunder be exempt pursuant to this Agreement satisfy, to the greatest extent possible, the exemptions from or comply with the application of Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). This Agreement shall be administered in a manner consistent with this intent and Notwithstanding the foregoing, if Executive or the Company believes(or, at any timeif applicable, the successor entity thereto) determines that any of payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A, and to the extent that such payment or benefit is not exempt or does not so comply, Executive or payable upon the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a Executive’s termination of employment, and then such termination of employment does not constitute a payments or benefits shall be payable only upon the Executive’s “separation from service.” as defined in Section 409A, payment The determination of such amount shall be deferred, without interest, whether and paid on the earlier of the date Executive incurs when a separation from serviceservice has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). In addition, as so defined (subject to subsection (f)(iii)) below, or if at the date time of the Executive’s death. (iii) If separation from service the Executive is a “specified employee”” within the meaning of Section 409A(a)(2)(B)(i) of the Code, as defined in then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A any payment or benefit that the Executive becomes entitled to under this Agreement on account of the date he incurs a separation from service, any amount that becomes payable by reason of such Executive’s separation from service shall not be payable and such benefit shall not be provided until the date that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on is the earlier of (A) six months and one day after the first business day of the seventh month following the month that includes Executive’s separation from service, or (B) the date of Executive’s death. If any such delayed payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. (ivb) If All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the sixty (60) day period described Company or incurred by the Executive during the time periods set forth in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, this Agreement. All reimbursements shall be paid until the first business day of the calendar year following the year that includes the Termination Dateas soon as administratively practicable, regardless of when the Release is signed. (v) Any but in no event shall any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than after the last day of the taxable year following the taxable year in which the expense is was incurred, and all reimbursements and . The amount of in-kind benefits shall be paid provided or reimbursable expenses incurred in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company one taxable year shall not affect the in-kind benefits to be obligated to guarantee any particular tax result provided or the expenses eligible for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive reimbursement in connection with any such payment or benefit with respect to Section 409A or any other obligation taxable year. Such right to pay taxesreimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A of the Code. (a) To the extent applicable, it this Agreement shall be interpreted in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Department of Treasury regulations and other interpretive guidance issued thereunder. (b) Notwithstanding anything herein to the contrary, to the extent any of the amounts payable under Section 1.4 are treated as non-qualified deferred compensation subject to Section 409A of the Code, then (i) no portion of such amounts shall be payable to you unless your termination of employment constitutes a “separation from service,” as defined in Treasury Regulation Section 409A-1(h) (and any successor provision thereto) (a “Separation from Service”), and (ii) if at the time of your Separation from Service you are determined by the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code and the Company determines that delayed commencement of any portion of the amounts payable under Section 1.4 is intended that required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion of the amounts payable under Section 1.4 shall not be provided to you prior to the earlier of (A) the expiration of the six-month period measured from the date of your Separation from Service, (B) the date of your death or (C) such earlier date as is permitted under Section 409A of the Code. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred shall be paid in a lump sum to you within thirty (30) days following such expiration, and benefits any remaining payments due under this Agreement shall be paid as otherwise provided hereunder herein. The determination of whether you are a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of your Separation from Service shall be exempt from or comply made by the Company in accordance with the terms of Section 409A of the Code and the applicable guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of including without limitation Treasury Regulation §1.409A-2(b)(2)(iiiSection 1.409A-1(i) and any successor provision thereto). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it This Agreement is intended that payments and benefits provided hereunder be exempt from or to comply with the requirements of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (collectively, “Section 409A”). This To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A or to the extent any provision in this Agreement must be modified to comply with Section 409A (including, without limitation, Treasury Regulation 1.409A-3(c)), such provision shall be read, or shall be modified (with the mutual consent of the parties, which consent shall not be unreasonably withheld), as the case may be, in such a manner so that all payments due under this Agreement shall comply with Section 409A. In no event may Executive, directly or indirectly, designate the calendar year of payment. To the extent Executive would otherwise be administered in a manner consistent with this intent and if Executive or the Company believes, at entitled to any time, that any of such payment or benefit is not exempt under this Employment Agreement or does not so complyany plan or arrangement of ICE or its affiliates, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes “deferred compensation compensation” subject to Section 409A and that if paid during the six (6) months beginning on the date of termination of Executive’s employment would be subject to the Section 409A additional tax because Executive is a “specified employee” (within the meaning of Section 409A and as determined by ICE), the payment will be paid to Executive on the earlier of the first day of the seventh month following Executive’s date of termination, a change in ownership or effective control of ICE (within the meaning of Section 409A) or Executive’s death. In addition, any payment or benefit due upon a termination of employment, and such termination Executive’s employment that represents a “deferral of employment does not constitute compensation” within the meaning of Section 409A shall be paid or provided to Executive only upon a “separation from service” as defined in Treas. Reg. Section 409A1.409A-1(h). To the extent applicable, each payment of such amount made under this Employment Agreement shall be deferreddeemed to be a separate payment, without interestamounts payable under Section 7 of this Employment Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treas. Reg. Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treas. Reg. Section 1.409A-1 through 1.409A-6. Notwithstanding anything to the contrary in this Employment Agreement or elsewhere, and any payment or benefit under this Employment Agreement or otherwise that is exempt from Section 409A pursuant to Treas. Reg. Section 1.409A-1(b)(9)(v)(A) or (C) shall be paid on or provided to Executive only to the earlier extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of Executive’s second taxable year following Executive’s taxable year in which the date Executive incurs a “separation from service, as so defined (subject to subsection (f)(iii)) below, or ” occurs; and provided further that such expenses shall be reimbursed no later than the date last day of Executive’s death. (iii) If Executive is a third taxable year following the taxable year in which Executive’s “specified employee”, as defined in Section 409A on the date he incurs a separation from service, ” occurs. To the extent any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, expense reimbursement or the date provision of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that any in-kind benefit under this Employment Agreement is determined to be subject to Section 409A, the payment amount of which is dependent upon any such expenses eligible for reimbursement, or the execution provision of any in-kind benefit, in one calendar year shall not affect the Releaseexpenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), in no event shall any expenses be paid until reimbursed after the first business last day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the calendar year in which the expense is incurredExecutive incurred such expenses, and all reimbursements and in no event shall any right to reimbursement or the provision of any in-kind benefits shall benefit be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv)subject to liquidation or exchange for another benefit. (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it This Award Agreement is intended that payments and benefits provided hereunder be exempt from or to comply with the requirements of Section 409A of the Code and the guidance promulgated thereunder (collectivelyregulations thereunder, “Section 409A”). This and the provisions of this Award Agreement shall be administered interpreted in a manner consistent that satisfies the requirements of Section 409A of the Code, and this Award Agreement shall be operated accordingly. If any provision of this Award Agreement or any term or condition of the RSUs would otherwise frustrate or conflict with this intent intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything else in this Award Agreement, if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith Board considers a Participant to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply be a “specified employee” under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoingCode at the time of such Participant’s “separation from service” (as defined in Section 409A of the Code), and the amount hereunder is “deferred compensation” subject to Section 409A of the Code any distribution that otherwise would be made to such Participant with respect to RSUs as a result of such separation from service shall not be made until the date that is six months after such separation from service, except to the extent that earlier distribution would not result in such Participant’s incurring interest or additional tax under Section 409A of the Code. If the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the following provisions shall apply notwithstanding anything Participants’ right to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement series of installment payments shall be treated as a right to a series of separate payment payments and not as one of a series of payments treated as right to a single payment for purposes and if the Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulation §1.409A-2(b)(2)(iiiRegulations). (ii) If Executive becomes entitled , the Participant’s right to receive any payment that constitutes deferred compensation subject the dividend equivalents shall be treated separately from the right to Section 409A upon a termination other amounts under the Award. Notwithstanding the foregoing, the tax treatment of employmentthe benefits provided under this Award Agreement is not warranted or guaranteed, and such termination in no event shall the Company be liable for all or any portion of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes penalties, interest or penalties imposed other expenses that may be incurred by the Participant on Executive in connection account of non-compliance with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesof the Code.

Section 409A of the Code. To the extent applicable, it This Agreement is intended that payments and benefits provided hereunder be exempt from or to comply with the requirements of Section 409A of the Code or an exemption thereunder, and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent interpreted and construed consistently with such intent. The payments to the Executive pursuant to this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not Agreement are intended to be exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under from Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything Code to the contrary in this Agreement: (i) To maximum extent possible, under the extent applicableseparation pay exemption, as short-term deferrals, or otherwise. For purposes of Section 409A of the Code, each and every installment payment to be made pursuant to provided under this Agreement shall be treated as a separate payment and not as one payment. In the event the terms of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If this Agreement would subject the Executive becomes entitled to receive any payment that constitutes deferred compensation subject to additional income taxes, interest or penalties under Section 409A upon a of the Code ("409A Penalties"), the Company and the Executive shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible. To the extent any amounts under this Agreement are payable by reference to the Executive’s "termination," "termination of employment," or similar phrases, and such termination of employment does not constitute a “term shall be deemed to refer to the Executive’s "separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined " (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on of the date he incurs Code). Notwithstanding any other provision in this Agreement, including but not limited to Sections 4 and 5, if the Executive is a separation from service"specified employee" (as defined in Section 409A(a)(2)(b)(i)), then to the extent any amount that becomes payable by reason under this Agreement (i) constitutes the payment of such separation from service that constitutes nonqualified deferred compensation subject to compensation, within the meaning of Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier 409A of the first business day of Code, (ii) is payable upon the seventh month following the month that includes Executive’s separation from service, or and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of the Executive’s separation from service, such payment shall be delayed and paid to the Executive, on the first day of the first calendar month beginning at least six months following the date of termination, or, if earlier, within ninety (90) days following the Executive’s death. death to the Executive’s surviving spouse (iv) If or such other beneficiary as the sixty (60) day period described Executive may designate in Section 9 ends in writing). Any reimbursement or advancement payable to the calendar year following Executive pursuant to this Agreement shall be conditioned on the year that includes submission by the Termination DateExecutive of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, and shall be paid until to the first business Executive within thirty (30) days following receipt of such expense reports, but in no event later than the last day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the calendar year in which the expense is incurredExecutive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, and all reimbursements and or in-kind benefits benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) provided, during any other calendar year. The Company right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be obligated subject to guarantee any particular tax result for Executive with respect to any payment liquidation or benefit provided to Executive hereunder, and Executive shall be responsible exchange for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesbenefit.

Section 409A of the Code. To the extent applicable, it (a) It is intended that payments and benefits provided hereunder be exempt from or the provisions of the Agreement comply with Section 409A of the Code and the guidance regulations promulgated thereunder (collectively, “Section 409A”). This , and all provisions of this Agreement shall be administered construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither Executive nor any of his creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this intent Agreement or under any other plan, policy, arrangement or agreement of or with the Company or any of its affiliates (the Agreement and if such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to Executive or for Executive’s benefit under any Company Plan may not be reduced by, or offset against, any amount owing by Executive to the Company believesor any of its affiliates. (c) If, at any timethe time of Executive’s separation from service (within the meaning of Section 409A), that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in ” (within the meaning of Section 409A on and using the date he incurs identification methodology selected by the Company from time to time) and (ii) the Company shall make a separation from service, any good faith determination that an amount that becomes payable by reason of such separation from service that under the Company Plans constitutes deferred compensation subject to (within the meaning of Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon required to be delayed pursuant to the execution of six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the ReleaseCompany shall not pay such amount on the otherwise scheduled payment date, but shall be paid until instead accumulate such amount and pay it, without interest, on the first business day after such six-month period. To the extent required by Section 409A, any payment or benefit that would be considered deferred compensation subject to, and not exempt from, Section 409A, payable or provided upon a termination of Executive’s employment, shall only be paid or provided to Executive upon his separation from service (within the meaning of Section 409A). (d) For purposes of Section 409A, each payment under the Agreement will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). (e) Except as specifically permitted by Section 409A or as otherwise specifically set forth in the Agreement, the benefits and reimbursements provided to Executive under the Agreement and any Company Plan during any calendar year shall not affect the benefits and reimbursements to be provided to Executive under the relevant section of the Agreement or any Company Plan in any other calendar year, and 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 case of reimbursement payments, reimbursement payments shall be made to Executive as soon as practicable following the date that the applicable expense is incurred, but in no event later than the last day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the calendar year in which the underlying expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vif) The Company shall not be obligated to guarantee any particular makes no representations concerning the tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive consequences of Executive’s participation in connection with any such payment or benefit with respect to this Agreement under Section 409A of the Code or any other obligation Federal, state or local tax law. Executive’s tax consequences shall depend, in part, upon the application of relevant tax law, including Section 409A, to pay taxesthe relevant facts and circumstances. (g) Notwithstanding any provision in this Agreement to the contrary, if the 55-day period for making and not revoking the Release described in Section 5(h) of this Agreement ends in a calendar year commencing after the Executive’s Date of Termination, no severance benefit payable under Section 5(a), (e) or (f) (excluding, for the avoidance of doubt, the Accrued Benefits) shall be payable earlier than the first day of the calendar year following such Date of Termination. The definitions set forth in this Appendix II are expressly made an integral part of the Employment Agreement, dated as of December 18, 2014, between VISTA OUTDOOR INC. and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Agreement”), to which this Appendix II is attached. All capitalized terms used in this Appendix II, to the extent not defined, shall have the meaning set forth in the Agreement.

Section 409A of the Code. (a) To the extent applicable(i) any payments to which Executive becomes entitled under this Agreement, it or any agreement or plan referenced herein, in connection with Executive’s termination of employment with the 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 (A) the first day of the seventh month following Executive’s separation from service or (B) 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 the highest rate of interest applicable to six (6) month money market accounts offered by the following institutions: Citibank N.A., ▇▇▇▇▇ Fargo Bank, NA., or Bank of America, on the date of such “separation from service.” 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 absence of this Section 13 (together with accrued interest thereon) shall be paid to Executive or Executive’s beneficiary in one lump sum. (b) It is intended that payments and benefits provided hereunder this Agreement comply with or be exempt from or comply with the provisions of Section 409A of the Code and the Treasury Regulations and guidance promulgated of general applicability issued thereunder (collectivelyso as to not subject Executive to the payment of additional interest and taxes under Section 409A of the Code, “Section 409A”). This and in furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicablethese intentions. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.[Signature Page Follows]

Section 409A of the Code. To the extent applicable, it (i) This Agreement is intended that payments and benefits provided hereunder to comply with, or be exempt from or comply with from, Section 409A of the Internal Revenue Code and of 1986, as amended (together with the guidance promulgated thereunder (collectivelyapplicable regulations thereunder, “Section 409A”). This Agreement ) with respect to amounts, if any, subject thereto and shall be administered in a manner interpreted, construed and performed consistent with this intent and if Executive or the Company believes, at any time, that any such intent. For purposes of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable409A, each and every payment to be made pursuant to under this Agreement shall be treated designated as a “separate payment payment” within the meaning of Section 409A. The Company makes no representations regarding the tax implications of the compensation and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii).benefits to be paid to Executive under this Agreement, including, without limit, under Section 409A. (ii) If Executive becomes entitled Notwithstanding anything herein to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination the contrary, if (i) at the time of employment, and such termination of employment does not constitute a Executive’s “separation from service” (as defined in Treas. Reg. Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii1.409A-1(h)) belowwith the Company other than as a result of death, or the date of Executive’s death. (iiiii) If Executive is a “specified employee”, ” (as defined in Section 409A on 409A(a)(2)(B)(i)), (iii) one or more of the date he incurs a separation from service, any amount that becomes payable payments or benefits received or to be received by reason of such separation from service that constitutes Executive pursuant to this Agreement would constitute deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection and (f)(iiiv) above, shall be deferred, without interest, and paid on the earlier deferral of the first business day commencement of any such payments or benefits otherwise payable hereunder as a result of such separation of service is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the seventh month payment of any such payments or benefits hereunder to the extent necessary (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following the month that includes Executive’s separation from service, service with the Company (or the earliest date as is permitted under Section 409A). Any payment deferred during such six-month period shall be paid in a lump sum on the day following such six-month period, together with interest at the applicable federal rate pursuant to Section 1274 of Executive’s deaththe Code. Any remaining payments or benefits shall be made as otherwise scheduled under this Agreement. (iviii) If To the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute deferred compensation under Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all such reimbursements and or in-kind benefits shall be paid to Executive in accordance a manner consistent with Treasury Regulation §Treas. Reg. Section 1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To With respect to Awards subject to Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A of the Code, and the provisions of the Plan and any Award Agreement shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything in the Plan to the contrary, if the Board considers a Participant to be a “specified employee” under Section 409A of the Code at the time of such Participant’s “separation from service” (as defined in Section 409A of the Code), and any amount hereunder is “deferred compensation” subject to Section 409A of the Code, any distribution of such amount that otherwise would be made to such Participant with respect to an Award as a result of such “separation from service” shall not be made until the date that is six months after such “separation from service,” except to the extent applicablethat earlier distribution would not result in such Participant’s incurring interest or additional tax under Section 409A of the Code. If an Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), it is intended that a Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if an Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), a Participant’s right to such dividend equivalents shall be treated separately from the right to other amounts under the Award. Notwithstanding the foregoing, the tax treatment of the benefits provided hereunder under the Plan or any Award Agreement is not warranted or guaranteed, and in no event shall the Company be exempt from liable for all or comply any portion of any taxes, penalties, interest or other expenses that may be incurred by a Participant on account of non-compliance with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii)Code. (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it is Performance Share Awards granted pursuant to this Agreement are intended that payments and benefits provided hereunder to be exempt from from, or comply with with, the requirements of Section 409A of the Code and the guidance promulgated issued thereunder (collectively, “Section 409A”). This Agreement and shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicableconstrued accordingly. In furtherance of the foregoing, the following provisions shall apply notwithstanding Notwithstanding anything to the contrary in this Agreement: , if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (ibut for this provision) To be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent applicableof amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, each and every payment as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to be made pursuant to this Agreement shall be treated as a separate payment and not as one the requirements of a series of payments treated as a single payment for Section 409A. For purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled this Agreement, all references to receive any payment that constitutes deferred compensation subject to Section 409A upon a “termination of employment, ” and such termination of employment does not constitute correlative phrases shall be construed to require a “separation from service” (as defined in Section 409A, payment 1.409A-1(h) of such amount shall be deferred, without interestthe Treasury Regulations after giving effect to the presumptions contained therein), and paid on the earlier term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the date Executive incurs a separation from serviceTreasury Regulations. Notwithstanding anything to the contrary in this Agreement, as so defined (subject to subsection (f)(iii)) belowneither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the date Committee, shall be liable to the Employee or to the estate or beneficiary of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable Employee by reason of such separation from service that constitutes deferred compensation subject to Section 409Aany acceleration of income, including or any amount deferred pursuant to subsection (f)(ii) aboveadditional tax, shall be deferred, without interest, and paid on the earlier asserted by reason of the first business day failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the seventh month following the month that includes Executive’s separation from service, Code or the date by reason of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution 4999 of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signedCode. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To The parties intend that any amounts payable hereunder comply with or are exempt from Section 409A of the extent applicableCode (“Section 409A”) (including under Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exceptions under subparagraph (iii) and subparagraph (v)(D)) and other applicable provisions of Treasury Regulation §§ 1.409A-1 through A-6). For purposes of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and you agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding the foregoing, the Company does not guarantee any particular tax effect, and you shall be solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposed on or for the account of you in connection with the Agreement, as amended by this Amendment, (including any taxes, penalties and interest under Section 409A), and no member of the Company Group shall have any obligation to indemnify or otherwise hold you (or any beneficiary) harmless from any or all of such taxes, penalties or interest. With respect to the time of payments of any amounts under the Agreement that are “deferred compensation” subject to Section 409A, references in the Agreement to “separation from employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A. For the avoidance of doubt, it is intended that payments and benefits provided any expense reimbursement made to you hereunder shall be exempt from or comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of 409A. Notwithstanding the foregoing, if any expense reimbursement made hereunder shall be determined to be “deferred compensation” within the following provisions shall apply notwithstanding anything to the contrary in this Agreement: meaning of Section 409A, then (i) To the extent applicableamount of the indemnification payment or expense reimbursement during one taxable year shall not affect the amount of the expense reimbursement during any other taxable year, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount the expense reimbursement shall be deferred, without interest, and paid made on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than before the last day of the your taxable year following the year in which the expense is incurredwas incurred and (iii) the right to expense reimbursement hereunder shall not be subject to liquidation or exchange for another benefit. In addition, and all any reimbursements and in-kind benefits for COBRA coverage premiums described in this Agreement shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunderyou as promptly as practicable, and Executive shall be responsible for any taxes, additional taxes in all events on or penalties imposed on Executive before the last day of the third taxable year of you following the taxable year of the Company in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxeswhich your employment terminated.

Section 409A of the Code. To the extent applicable, it is intended that payments and The benefits provided hereunder be exempt from or under this Agreement shall comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”)regulations thereunder. This Agreement shall be administered To the extent so required in a manner consistent order to comply with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoingCode, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each amounts and every payment benefits to be made pursuant to paid or provided under this Agreement shall be treated as a separate payment and not as one of a series of payments treated as paid or provided to Employee in a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid lump sum on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of after the seventh month date that is six months following the month that includes Executive’s separation from service, or the date of Executivetermination of Employee’s death. employment or shall begin six months and one day following the date of termination, and (ivii) If the sixty Company and Employee agree to amend or modify this Agreement and any agreements relating hereto (60) day period including any award agreement with respect to equity compensation described in Section 9 ends 3A(c)) as may be necessary to comply with Section 409A of the Code. ACKNOWLEDGED AND AGREED: Date: January 7, 2008 IAC/INTERACTIVECORP By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ This Release Agreement (“Release”) is entered into as of this day of , hereinafter “Execution Date”, by and between [Employee Full Name] (hereinafter “Employee”), and [IAC/InterActiveCorp][LendingTree] (hereinafter, the “Company”). The Employee and the Company are sometimes collectively referred to as the “Parties”. 1. The Employee’s employment with the Company is terminated effective [Month, Day, Year] (hereinafter “Termination Date”). The Parties have agreed to avoid and resolve any alleged existing or potential disagreements between them arising out of or connected with the Employee’s employment with the Company including the termination thereof. The Company expressly disclaims any wrongdoing or any liability to the Employee. 2. The Company agrees to provide the Employee the severance benefits provided for in Section [3A(e)][1(d)][1(g)] of his/her Employment Agreement (the “Severance Benefits”) with the Company, dated as of [ ], after he/she executes this Release [FOR 40+ and does not revoke it as permitted in Section 8 below, the expiration of such revocation period being the “Effective Date”)]. 3. Employee represents that he/she has not filed, and will not file, any complaints, lawsuits, administrative complaints or charges relating to her employment with, or resignation from, the Company, excluding any action to enforce the Employment Agreement as it relates to the provision of the Severance Benefits or to Sections 3A(d) or 9[; provided, however, that nothing contained in this Section 3 shall prohibit you from bringing a claim to challenge the validity of the ADEA Release in Section 8 herein]. Employee agrees to release the Company, its subsidiaries, affiliates, and their respective parents, direct or indirect subsidiaries, divisions, affiliates and related companies or entities, regardless of its or their form of business organization, any predecessors, successors, joint ventures, and parents of any such entity, and any and all of their respective past or present shareholders, partners, directors, officers, employees, consultants, independent contractors, trustees, administrators, insurers, agents, attorneys, representatives and fiduciaries, including without limitation all persons acting by, through, under or in concert with any of them (collectively, the “Released Parties”), from any and all claims, charges, complaints, causes of action or demands of whatever kind or nature that Employee now has or has ever had against the Released Parties, whether known or unknown, arising from or relating to Employee’s employment with or discharge from the Company, including but not limited to: wrongful or tortious termination; constructive discharge; implied or express employment contracts and/or estoppel; discrimination and/or retaliation under any federal, state or local statute or regulation, specifically including any claims Employee may have under the Fair Labor Standards Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964 as amended, and the Family and Medical Leave Act; the discrimination or other employment laws of the State of [ ]*; any claims brought under any federal or state statute or regulation for non-payment of wages or other compensation, including grants of stock options or any other equity compensation; and libel, slander, or breach of contract other than the breach of this Release. This Release specifically excludes claims, charges, complaints, causes of action or demand that post-date the Termination Date [or the Effective Date, whichever is later]. 4. Employee agrees to keep the fact that this Release exists and the terms of this Release in strict confidence except to his/her immediate family and his/her financial and legal advisors on a need-to-know basis. 5. Employee warrants that no promise or inducement has been offered for this Release other than as set forth herein and that this Release is executed without reliance upon any other promises or representations, oral or written. Any modification of this Release must be made in writing and be signed by Employee and the Company. 6. Employee will direct all employment verification inquiries to [HR Rep]. In response to inquiries regarding Employee’s employment with the Company, the Company by and through its speaking agent(s) agrees to provide only the following information: Employee’s date of hire, the date her employment ended and rates of pay. 7. If any provision of this Release or compliance by Employee or the Company with any provision of the Release constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, will be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. If such modification is not possible, such provision, to the extent that it is in violation of law, unenforceable or void, will be deemed severable from the remaining provisions of this Release, which provisions will remain binding on both Employee and the Company. This Release is governed by, and construed and interpreted in accordance with the laws of the State of [ ], without regard to principles of conflicts of law. Employee consents to venue and personal jurisdiction in the calendar year following State of [ ] for disputes arising under this Release. This Release represents the year that includes entire understanding with the Termination DateParties with respect to subject matter herein, no amount oral representations have been made or relied upon by the Parties. 8. [FOR EMPLOYEES OVER 40 ONLY — In further recognition of the above, Employee hereby releases and discharges the Released Parties from any and all claims, actions and causes of action that is subject to Section 409Ahe/she may have against the Released Parties, as of the payment date of which is dependent upon the execution of this Release, arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), and the applicable rules and regulations promulgated thereunder. The Employee acknowledges and understands that ADEA is a federal statute that prohibits discrimination on the basis of age in employment, benefits and benefit plans. Employee specifically agrees and acknowledges that: (A) the release in this Section 8 was granted in exchange for the receipt of consideration that exceeds the amount to which he/she would * Insert state of employment. otherwise be entitled to receive upon termination of his/her employment; (B) his/her waiver of rights under this Release is knowing and voluntary as required under the Older Workers Benefit Protection Act; (B) that he/she has read and understands the terms of this Release; (C) he/she has hereby been advised in writing by the Company to consult with an attorney prior to executing this Release; (D) the Company has given him/her a period of up to twenty-one (21) days within which to consider this Release, which period shall be waived by the Employee’s voluntary execution prior to the expiration of the twenty-one day period; and (E) following his/her execution of this Release he/she has seven (7) days in which to revoke his/her release as set forth in this Section 8 only and that, if he/she chooses not to so revoke, the Release in this Section 8 shall then become effective and enforceable and the payment listed above shall then be made to his/her in accordance with the terms of this Release. To cancel this Release, Employee understands that he/she must give a written revocation to the General Counsel of the Company at [ ]†, either by hand delivery or certified mail within the seven-day period. If he/she rescinds the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid it will not later than the last day of the year following the year in which the expense is incurred, become effective or enforceable and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall he/she will not be obligated to guarantee any particular tax result for Executive with respect entitled to any payment or benefit provided to Executive hereunderbenefits from the Company.] 9. EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE/SHE HAS CAREFULLY READ AND VOLUNTARILY SIGNED THIS RELEASE, and Executive shall be responsible for any taxesTHAT HE/SHE HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS/HER CHOICE, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesAND THAT HE/SHE SIGNS THIS RELEASE WITH THE INTENT OF RELEASING THE COMPANY, ITS AFFILIATES, SUBSIDIARIES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM ANY AND ALL CLAIMS.

Section 409A of the Code. Notwithstanding anything contained in this Agreement to the contrary, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to this Agreement shall be made in reliance upon Treas. Reg. Section 1.409A-1(b)(9) (Separation Pay Plans) or Treas. Reg. Section 1.409A-1(b)(4) (Short-Term Deferrals). This Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment or benefits provided under the Agreement become subject to (a) the gross income inclusion set forth within Code Section 409A(a)(1)(A) or (b) the interest and additional tax set forth within Code Section 409A(a)(1)(B) (together, referred to herein as the “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of Section 409A Penalties. To the extent applicable, it that any amount payable to Executive pursuant to this Agreement is intended that payments and benefits provided hereunder be exempt from or comply with subject to Section 409A of the Code Code, and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company Bank reasonably believes, at any time, that any of such payment or benefit is not exempt or amount payable does not so complycomply with Section 409A of the Code, Executive or the Company shall it will promptly advise the other and each party and will hereby agrees to negotiate reasonably and in good faith to amend the terms of such arrangement this Agreement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or so complies. For purposes of this Agreement, all references to minimize any additional tax, interest and/or penalties that may apply under Executive’s “termination of employment” shall mean Executive’s Separation from Service. For purposes of Section 409A if exemption or compliance is not practicable. In furtherance of the foregoingCode (including, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicablewithout limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each and every payment that Executive may be eligible to be made pursuant to receive under this Agreement shall be treated as a separate payment and distinct payment. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any tax year of Executive shall not as one affect in-kind benefits or reimbursements to be provided in any other tax year of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation and are not subject to Section 409A upon a termination of employmentliquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, and such termination of employment does not constitute a “separation from service” as defined in Section 409Areimbursement requests must be timely submitted by Executive and, payment of such amount if timely submitted, reimbursement payments shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable made to Executive that constitutes taxable income shall be paid not as soon as administratively practicable following such submission, but in no event later than the last day of the Executive’s taxable year following the taxable year in which the expense is was incurred, and all reimbursements and . In no event shall Executive be entitled to any reimbursement payments after the last day of Executive’s taxable year following the taxable year in which the expense was incurred. This section shall only apply to in-kind benefits shall be paid and reimbursements that would result in accordance with Treasury Regulation §1.409A-3(i)(1)(iv)taxable compensation income to Executive. (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it is intended that payments and benefits provided hereunder be exempt from or comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment interpreted in accordance with Section 409A of the Code and not as one of a series of payments treated as a single payment for purposes Department of Treasury Regulation §1.409A-2(b)(2)(iiiregulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code and related Department of Treasury guidance, the Company shall work in good faith with the Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A of the Code, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code, and/or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 10(d) shall 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 shall the Company have any liability for failing to do so. (ii) If Executive becomes entitled Any right to receive a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment that constitutes or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation compensation” subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from serviceCode and Section 4(d) hereof to the extent provided in the exceptions in Treasury Regulation Section 1.409A‑1(b)(4), as so defined (subject to subsection (f)(iii)Section 1.409A-1(b)(9) below, or any other applicable exception or provision of Section 409A of the date of Executive’s deathCode. (iii) If To the extent that any payments or reimbursements provided to the Executive is a “specified employee”under this Agreement, as defined in Section 409A on the date he incurs a separation from serviceincluding, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject without limitation, pursuant to Section 409A2(b)(vi) hereof, including any amount deferred pursuant are deemed to subsection (f)(iiconstitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) abovewould apply, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, such amounts shall be paid until the first business day of the calendar year following the year that includes the Termination Dateor reimbursed reasonably promptly, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid but not later than the last day December 31 of the year following the year in which the expense is was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company the Executive’s right to such payments or reimbursement of any such expenses shall not be obligated subject to guarantee any particular tax result for Executive with respect to any payment liquidation or benefit provided to Executive hereunder, and Executive shall be responsible exchange for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesbenefit.

Section 409A of the Code. To the extent applicable, it It is intended that payments and benefits provided hereunder be exempt from or this Agreement will comply with Section 409A of the Internal Revenue Code (and any regulations and guidelines issued thereunder) (the guidance promulgated thereunder (collectively“Code”) to the extent this Agreement is subject thereto, “Section 409A”). This and this Agreement shall be administered in interpreted on a manner basis consistent with such intent. If an amendment of this intent and if Executive or Agreement is necessary in order for it to comply with Section 409A of the Company believesCode, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and parties hereto will negotiate reasonably and in good faith to amend this Agreement in a manner that preserves the terms original intent of such arrangement such that it is exempt the parties to the extent reasonably possible. No action or complies (with failure by Company in good faith to act, pursuant to this Section 6.14, shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the most limited possible economic effect on Executive and on the Company) or obligation to minimize pay any additional tax, interest and/or penalties that may apply under taxes pursuant to Section 409A if exemption or compliance is not practicableof the Code. In furtherance of the foregoingaddition, the following provisions shall apply notwithstanding anything any provision to the contrary in this Agreement: (i) To , if Executive is deemed on the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one date of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a his “separation from service” as defined in (within the meaning of Treas. Reg. Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii1.409A-1(h)) below, or the date of Executive’s death. (iii) If Executive is 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”), as defined in Section 409A on such payment shall not be made prior to the earlier of (i) the expiration of the six-month period measured from the date he incurs a of his “separation from service, any amount that becomes payable by reason ” and (ii) the date of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, his death. Any payments due under this Agreement other than the Delayed Payments shall be deferred, without interest, and paid on in accordance with the earlier normal payment dates specified herein. In no case will the delay of any of the first business day 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, to the extent necessary to comply with Section 409A of the seventh month following the month that includes Code, 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) with the work threshold of less than 50% of the prior level of services, as uniformly applied by Company) in tandem with Executive’s termination of employment with Company. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. In addition, to the extent that any reimbursement or in-kind benefit under this Agreement or under any other reimbursement or in-kind benefit plan or arrangement in which Executive participates during the date term of Executive’s death. employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (ivi) If the sixty amount eligible for reimbursement or in-kind benefit in one calendar year may not affect the amount eligible for reimbursement or in-kind benefit in any other calendar year, (60ii) day period described in Section 9 ends the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit, and (iii) subject to any shorter time periods provided herein or in the calendar year following expense reimbursement policies of Company, any such reimbursement of an expense or in-kind benefit must be made on or before the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business last day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the calendar year in which the expense is was incurred. If the Release Period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover Release Period”), then any severance payments contingent upon a release and all reimbursements that would otherwise occur during the portion of the Crossover Release Period that falls within the first year will be delayed and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv)a lump sum during the portion of the Crossover Release Period that falls within the second year. (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it This Agreement is intended that payments and benefits provided hereunder be exempt from or to comply with the requirements of Section 409A of the Code or an exemption thereunder, and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent interpreted and construed consistently with such intent. The payments to the Executive pursuant to this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not Agreement are intended to be exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under from Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything Code to the contrary in this Agreement: (i) To maximum extent possible, under the extent applicableseparation pay exemption, as short-term deferrals, or otherwise. For purposes of Section 409A of the Code, each and every installment payment to be made pursuant to provided under this Agreement shall be treated as a separate payment and not as one payment. In the event the terms of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If this Agreement would subject the Executive becomes entitled to receive any payment that constitutes deferred compensation subject to additional income taxes, interest or penalties under Section 409A upon a of the Code (“409A Penalties”), the Company and the Executive shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible. To the extent any amounts under this Agreement are payable by reference to the Executive’s “termination,” “termination of employment,” or similar phrases, and such termination of employment does not constitute a term shall be deemed to refer to the Executive’s “separation from service” (as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier 409A of the date Executive incurs a separation from serviceCode). Notwithstanding any other provision in this Agreement, as so defined (subject including but not limited to subsection (f)(iii)) belowSections 5, or 6 and 7, if the date of Executive’s death. (iii) If Executive is a “specified employee”, ” (as defined in Section 409A on 409A(a)(2)(b)(i)), then to the date he incurs a separation from service, extent any amount that becomes payable by reason under this Agreement (i) constitutes the payment of such separation from service that constitutes nonqualified deferred compensation subject to compensation, within the meaning of Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier 409A of the first business day of Code, (ii) is payable upon the seventh month following the month that includes Executive’s separation from service, or and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of the Executive’s separation from service, such payment shall be delayed and paid to the Executive, on the first day of the first calendar month beginning at least six months following the date of termination, or, if earlier, within ninety (90) days following the Executive’s death. death to the Executive’s surviving spouse (iv) If or such other beneficiary as the sixty (60) day period described Executive may designate in Section 9 ends in writing). Any reimbursement or advancement payable to the calendar year following Executive pursuant to this Agreement shall be conditioned on the year that includes submission by the Termination DateExecutive of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, and shall be paid until to the first business Executive within thirty (30) days following receipt of such expense reports, but in no event later than the last day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the calendar year in which the expense is incurredExecutive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, and all reimbursements and or in-kind benefits benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) provided, during any other calendar year. The Company right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be obligated subject to guarantee any particular tax result for Executive with respect to any payment liquidation or benefit provided to Executive hereunder, and Executive shall be responsible exchange for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesbenefit.

Section 409A of the Code. To the extent applicable, it is intended that payments and benefits provided hereunder required to be exempt from or comply in compliance with Section 409A of the Code Code, and the guidance regulations promulgated thereunder (collectivelytogether, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or , notwithstanding any other provision of the Company believesPlan, at (a) any time, that any of such payment or benefit to which a Participant is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (eligible with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything respect to the contrary in this Agreement: (i) To the extent applicable2023 LTIP, each and every payment to be made pursuant to this Agreement shall be treated as including a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute Participant who is a “separation from servicespecified employee” as defined in Section 409A, payment of such amount shall be deferred, without interest, adjusted or delayed and paid on the earlier (b) any term of the date Executive incurs 2023 LTIP may be adjusted in such manner as to comply with Section 409A and maintain the intent of the 2023 LTIP to the maximum extent possible. More specifically, to the extent any payment provided to a separation from service, as so defined (subject Participant under the 2023 LTIP constitutes non exempted deferred compensation under Section 409A and the Participant is at the time of the Participant’s Termination of Employment considered to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is be a “specified employee”” pursuant to the Company’s policy for determining such employees, as defined in Section 409A on the date he incurs a separation from service, payment of any such non exempted amount that becomes payable by reason and the provision of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall non exempted benefits will be deferred, without interest, and paid on the earlier of the first business day of the seventh month delayed for six months following the month that includes ExecutiveParticipant’s separation from service. Notwithstanding the foregoing, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company Delta shall not be obligated to guarantee have any particular tax result for Executive with respect liability to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A Participant or any other obligation person if any payment is determined to pay taxes.constitute “nonqualified deferred compensation” within the meaning of Section 409A and does not satisfy the additional conditions applicable to nonqualified deferred compensation under Section 409A. You and Delta, each intending to be bound legally, agree to the matters set forth above by signing this Agreement, all as of the date set forth below. DELTA AIR LINES, INC. By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President—Total Rewards PARTICIPANT [PARTICIPANT] Date:

Section 409A of the Code. To the extent applicable, it is intended that 16.01 The payments and benefits provided hereunder be exempt under this Agreement are intended to qualify for an exemption from or comply with application of Section 409A of the Code and or comply with its requirements to the guidance promulgated thereunder (collectively, “extent necessary to avoid adverse personal tax consequences under Section 409A”). This Agreement , and any ambiguities herein shall be administered in interpreted accordingly. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulations Section 1.409A 2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a manner consistent with this intent right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and if Executive or distinct payment. 16.02 To the Company believes, at any time, extent that any of payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A, and to the extent that such payment or benefit is not exempt or does not so comply, Executive or payable upon the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance termination of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of Employee’s employment, and then such termination of employment does not constitute a payments or benefits will be payable only upon the Employee’s “separation from service.” as defined The determination of whether and when a separation from service has occurred will be made in accordance with the presumptions set forth in Treasury Regulation Section 409A1.409A-1(h). 16.03 Anything in this Agreement to the contrary notwithstanding, payment of such amount shall be deferred, without interest, and paid on if at the earlier time of the date Executive incurs a Employee’s separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive Company determines that the Employee is a “specified employee”” within the meaning of Section 409A(a)(2)(B)(i) of the Code, as defined in Section 409A then to the extent any payment or benefit that the Employee become entitled to under this Agreement on account of the date he incurs a separation from service, any amount that becomes payable by reason of such Employee’s separation from service that constitutes would be considered deferred compensation subject to Section 409A, including any amount deferred the 20 percent additional tax imposed pursuant to subsection (f)(iiSection 409A(a) aboveof the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, shall such payment will not be deferred, without interest, payable and paid on such benefit will not be provided until the date that is the earlier of (A) six months and one day after the first business day of the seventh month following the month that includes ExecutiveEmployee’s separation from service, or (B) the date of ExecutiveEmployee’s death, or (C) such earlier date as permitted under Section 409A without imposition of adverse taxation. If any such delayed cash payment is otherwise payable on an installment basis, the first payment will include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments will be payable in accordance with their original schedule. No interest shall be due on any amounts so deferred. (iv) If 16.04 All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the sixty (60) day period described Company or incurred by the Employee during the time periods set forth in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, this Agreement. All reimbursements shall be paid until the first business day of the calendar year following the year that includes the Termination Dateas soon as administratively practicable, regardless of when the Release is signed. (v) Any but in no event shall any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than after the last day of the taxable year following the taxable year in which the expense is was incurred, and all reimbursements and . The amount of in-kind benefits shall be paid provided or reimbursable expenses incurred in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company one taxable year shall not affect the in-kind benefits to be obligated to guarantee provided or the expenses eligible for reimbursement in any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible other taxable year (except for any taxes, additional taxes lifetime or penalties imposed on Executive in connection with any such payment other aggregate limitation applicable to medical expenses). Such right to reimbursement or benefit with respect in-kind benefits is not subject to Section 409A liquidation or any other obligation to pay taxesexchange for another benefit.

Section 409A of the Code. To the extent applicable, it (i) This Agreement is intended that payments and benefits provided hereunder to comply with, or be exempt from or comply with from, Section 409A of the Code and (together with the guidance promulgated thereunder (collectivelyapplicable regulations thereunder, “Section 409A”)) with respect to amounts, if any, subject thereto and shall be interpreted, construed and performed consistent with such intent. This Each payment under this Agreement shall be administered in designated as a manner consistent with “separate payment” within the meaning of Section 409A. The Company makes no representations regarding the tax implications of the compensation and benefits to be paid to Executive under this intent and if Agreement, including, without limit, under Section 409A. Executive or the Company believes, at any time, further acknowledges that any of such payment or benefit is not exempt or does not so comply, tax liability incurred by Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance of the Code is not practicablesolely the responsibility of Executive. In furtherance no event may the Executive, directly or indirectly, designate the calendar year of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every any payment to be made pursuant to under this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii)Agreement. (ii) If Executive becomes entitled Notwithstanding anything herein to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination the contrary, if (a) at the time of employment, and such termination of employment does not constitute a Executive’s “separation from service” (as defined in Treas. Reg. Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii1.409A-1(h)) belowwith the Company other than as a result of death, or the date of Executive’s death. (iiib) If Executive is a “specified employee”, ” (as defined in Section 409A on 409A(a)(2)(B)(i)), (c) one or more of the date he incurs a separation from service, any amount that becomes payable payments or benefits received or to be received by reason of such separation from service that constitutes Executive pursuant to this Agreement would constitute deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection and (f)(iid) above, shall be deferred, without interest, and paid on the earlier deferral of the first business day commencement of any such payments or benefits otherwise payable hereunder as a result of such separation of service is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the seventh month payment of any such payments or benefits hereunder to the extent necessary (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six (6) months following the month that includes Executive’s separation from service, service with the Company (or the earliest date as is permitted under Section 409A of Executive’s deaththe Code). Any payment deferred during such six-month period shall be paid in a lump sum on the day following such six (6)-month period, together with interest at the applicable federal rate pursuant to Section 1274 of the Code. Any remaining payments or benefits shall be made as otherwise scheduled under this Agreement. (iviii) If To the sixty (60) day period described in extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute deferred compensation under Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution 409A of the ReleaseCode, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all such reimbursements and or in-kind benefits shall be paid to Executive in accordance a manner consistent with Treasury Regulation §Treas. Reg. Section 1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it (a) This Agreement is intended that payments and benefits provided hereunder be exempt from or to comply with Section 409A of the Code and the guidance promulgated thereunder (collectivelyas amended, “Section 409A”). This Agreement ) or an exemption thereunder and shall be construed and administered in accordance with 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may be made only upon an event and in a manner consistent that complies with 409A or an applicable exemption therefrom. Any payments under this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties Agreement that may apply under Section be excluded from 409A if exemption either as separation pay due to involuntary separation from service or compliance is not practicable. In furtherance of the foregoing, the following provisions as a short-term deferral shall apply notwithstanding anything be excluded from 409A to the contrary in this Agreement: (i) To the maximum extent applicablepossible. For purposes of 409A, each and every payment to be made pursuant to provided under this Agreement shall be treated as a separate payment and not as one of a series of payment. Any payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A made under this Agreement upon a termination of employment, and such termination of employment does not constitute Termination shall only be made upon a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv).409A. Notwithstanding the foregoing, Merchants makes no representation that payments and benefits provided under this Agreement comply with 409A and in no event shall Merchants be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with 409A. (vib) The Company shall not be obligated to guarantee Notwithstanding any particular tax result for Executive with respect to other provision of this Agreement, if any payment or benefit provided to Executive hereunderin connection with Termination is determined to constitute “nonqualified deferred compensation” within the meaning of 409A, and Executive shall is determined to be responsible for any taxesa “specified employee” as defined in Section 409A(a)(2)(b)(i) of the Code, additional taxes or penalties imposed on Executive in connection with any then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of Termination or, if earlier, Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with respect to Section 409A or their original schedule. Notwithstanding any other obligation provision of this Agreement, if any payment or benefit is conditioned on Executive’s execution of a release, the first payment shall include all amounts that would otherwise have been paid to pay taxesExecutive during the period beginning on the date of Termination and ending on the date of payment if no delay had been imposed. (c) To the extent required by 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of the expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; and (ii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

Section 409A of the Code. To the extent applicable, it is intended that payments and benefits provided hereunder be exempt from or comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he Executive incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it (a) This grant is intended that payments and benefits provided hereunder be exempt from or to comply with Section the requirements of section 409A of the Code and its corresponding regulations and related guidance, and shall in all respects be interpreted and administered in accordance with the guidance promulgated thereunder (collectivelyapplicable requirements of section 409A of the Code. Notwithstanding any provision in this grant to the contrary, “Section 409A”). This Agreement shall distributions and payments may only be administered made upon an event and in a manner consistent with this intent and if Executive permitted by section 409A of the Code or an applicable exemption. Unless a deferral election was made by the Company believesGrantee pursuant to Paragraph 5 above, at any time, that any redemptions of such payment or benefit is not Restricted Stock Units are intended to be exempt or does not so comply, Executive or from the Company shall promptly advise requirements of section 409A of the other party and will negotiate reasonably and Code in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and reliance on the Company) or to minimize any additional tax, interest and/or penalties that may apply short-term deferral exception under Section 409A if exemption or compliance is not practicableTreas. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in Reg. §1.409A-1(b)(4). Each distribution and payment made under this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement grant shall be treated as a separate payment distribution and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii)section 409A of the Code. Except as permitted pursuant to Paragraph 5, in no event may the Grantee, directly or indirectly, designate the calendar year of a distribution or payment. (iib) If Executive becomes entitled Notwithstanding any provision to receive the contrary in this grant, if any distribution or payment that constitutes under this grant is deemed as deferred compensation subject to Section the requirements of section 409A upon a termination of employment, the Code and such termination of employment does not constitute a amounts are to be distributed or paid to the Grantee upon “separation from service” as defined in Section 409A, payment (within the meaning of such amount shall be deferred, without interest, section 409A(a)(2)(A)(i) and paid on its corresponding regulations) from the earlier Company or a subsidiary of the date Executive incurs a Company, then if at the time of the Grantee’s separation from service, as so defined (subject to subsection (f)(iii)) below, or service the date of Executive’s death. (iii) If Executive Grantee is a “specified employee”, ” (as such term is defined in Section 409A on section 409A(2)(B)(i) of the date he incurs Code and its corresponding regulations) as determined by the Company (or its delegate) in its sole discretion in accordance with its specified employee determination policy, then all distribution and payments to the Grantee pursuant to this grant shall be postponed for a separation from service, any amount that becomes payable by reason period of such six months following the Grantee’s separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, from the Company or a subsidiary of the Company. The postponed amounts shall be deferred, without interest, and paid on to the earlier of Grantee in a lump sum within thirty days after the first business day of the seventh month date that is six months following the month that includes ExecutiveGrantee’s separation from serviceservice from the Company or any subsidiary, and any amounts to be distributed or paid to the Grantee after the expiration of the six month period shall continue to be paid to the Grantee in accordance with the terms of this grant. If the Grantee dies during such six month period and prior to the payment of the postponed amounts hereunder, the amounts delayed on account of section 409A of the Code shall be paid to the personal representative of the Grantee’s estate within sixty days after the date of Executivethe Grantee’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, and any amounts not delayed shall be paid until to the first business day personal representative of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid Grantee’s estate in accordance with Treasury Regulation §1.409A-3(i)(1)(iv)the terms of this grant. (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it (a) It is intended that payments and benefits provided hereunder the provisions of this Agreement comply with, or be exempt from, Section 409A of the Code, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of the Participant in connection with this Agreement (including any taxes and penalties under Section 409A of the Code), and no member of the Company Group shall have any obligation to indemnify or otherwise hold the Participant (or any beneficiary) harmless from any or comply with all of such taxes or penalties. (b) If the Participant is a “specified employee” within the meaning of Section 409A(2)(B)(i) of the Code, no payments in respect if the RSUs that are “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a Participant’s “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on of the Code) shall be made to the Participant prior to the date he incurs a that is six (6) months after the date of the Participant’s “separation from service” or, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409Aif earlier, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executivethe Participant’s death. . Following any applicable six (iv6) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Datemonth delay, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits such delayed payments shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv)a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. (vic) The Company shall not Unless otherwise provided by the Committee, in the event that the timing of payments in respect of the RSUs (that would otherwise be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect considered “deferred compensation” subject to Section 409A of the Code) would be accelerated upon the occurrence of a Change in Control, no such acceleration shall be permitted unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or any other obligation effective control of the corporation, or a change in the ownership of a substantial portion of the assets of the corporation, pursuant to pay taxesSection 409A of the Code if and to the extent required under Section 409A of the Code.

Section 409A of the Code. To the extent applicableFor purposes of this Agreement, it is intended that payments and benefits provided hereunder be exempt from or comply with “Section 409A” means Section 409A of the Code and the guidance Treasury Regulations promulgated thereunder (collectively, “and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. The parties intend that any amounts payable hereunder will be either exempt from Section 409A”). This Agreement shall be administered in a manner consistent , or if such payments could constitute “deferred compensation” within the meaning of Section 409A, compliant with this intent and if Executive or the Company believes, at any time, that any of such Section 409A. Each payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment payment, including payments made in installments. Notwithstanding the foregoing, the Executive acknowledges and not as one of a series agrees that she shall be solely responsible for, any taxes or penalties that may be imposed on the Executive under Section 409A with respect to the Executive’s receipt of payments treated hereunder; provided, that nothing in this Section 16 shall be construed as a single payment waiver by the Executive of any claims she may have against the Company related to any operational failures by the Company which are finally determined to be the cause of any such taxes or penalties under Section 409A. This Agreement shall be administered and interpreted in a manner consistent with this intent. Consistent with that intent, and to the extent required under Section 409A, for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled benefits that are to receive any payment that constitutes deferred compensation subject to Section 409A upon be paid in connection with a termination of employment, and such “termination of employment does not constitute employment” shall be limited to such a termination that constitutes a “separation from service” as defined in under Section 409A409A. Notwithstanding any provision of this Agreement to the contrary, payment of such amount shall be deferred, without interest, and paid on if the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”,” determined pursuant to procedures adopted by the Company in compliance with Section 409A, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such her separation from service that constitutes deferred compensation (within the meaning of Treasury Regulation section 1.409A-1(h)) and if any portion of the payments or benefits to be received by the Executive upon her termination of employment would constitute a “deferral of compensation” subject to Section 409A, including any amount deferred then to the extent necessary to comply with Section 409A, amounts that would otherwise be payable pursuant to subsection (f)(ii) above, this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be deferred, without interest, and paid or made available on the earlier of (i) the first business day of the seventh month following the month that includes Executive’s separation from service, or after the date of the Executive’s termination of employment, or (ii) the Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to . For purposes of application of Section 409A, to the extent applicable, each payment of which is dependent upon the execution of the Release, made under this Agreement shall be paid until treated as a separate payment. Notwithstanding any provision of this Agreement to the first business contrary, to the extent any reimbursement or in-kind benefit provided under this Agreement is nonqualified deferred compensation within the meaning of Section 409A: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; (ii) the reimbursement of an eligible expense must be made on or before the last day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the calendar year in which the expense is was incurred, ; and all reimbursements and (iii) the right to reimbursement or in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv)is not subject to liquidation or exchange for another benefit. (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it (i) This Agreement is intended that payments and benefits provided hereunder to comply with, or be exempt from or comply with from, Section 409A of the Internal Revenue Code and of 1986, as amended (together with the guidance promulgated thereunder (collectivelyapplicable regulations thereunder, “Section 409A”). This Agreement ) with respect to amounts, if any, subject thereto and shall be administered in a manner interpreted, construed and performed consistent with this intent and if Executive or the Company believes, at any time, that any such intent. For purposes of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable409A, each and every payment to be made pursuant to under this Agreement shall be treated designated as a “separate payment payment” within the meaning of Section 409A. The Company makes no representations regarding the tax implications of the compensation and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii).benefits to be paid to Executive under this Agreement, including, without limit, under Section 409A. (ii) If Executive becomes entitled Notwithstanding anything herein to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination the contrary, if (i) at the time of employment, and such termination of employment does not constitute a Executive’s “separation from service” (as defined in Treas. Reg. Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii1.409A-1(h)) belowwith the Company other than as a result of death, or the date of Executive’s death. (iiiii) If Executive is a “specified employee”, ” (as defined in Section 409A on 409A(a)(2)(B)(i)), (iii) one or more of the date he incurs a separation from service, any amount that becomes payable payments or benefits received or to be received by reason of such separation from service that constitutes Executive pursuant to this Agreement would constitute deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection and (f)(iiiv) above, shall be deferred, without interest, and paid on the earlier deferral of the first business day commencement of any such payments or benefits otherwise payable hereunder as a result of such separation of service is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the seventh month payment of any such payments or benefits hereunder to the extent necessary (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following the month that includes Executive’s separation from service, service with the Company (or the earliest date as is permitted under Section 409A of Executive’s deaththe Code). Any payment deferred during such six-month period shall be paid in a lump sum on the day following such six-month period, together with interest at the applicable federal rate pursuant to Section 1274 of the Code. Any remaining payments or benefits shall be made as otherwise scheduled under this Agreement. (iviii) If To the sixty (60) day period described in extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute deferred compensation under Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution 409A of the ReleaseCode, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all such reimbursements and or in-kind benefits shall be paid to Executive in accordance a manner consistent with Treasury Regulation §Treas. Reg. Section 1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it is intended that payments and benefits provided hereunder be exempt from or comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment interpreted in accordance with Section 409A of the Code and not as one of a series of payments treated as a single payment for purposes Department of Treasury Regulation §1.409A-2(b)(2)(iiiregulations and other interpretive guidance issued thereunder (together, “Section 409A”). Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company shall work in good faith with the Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A, including without limitation, actions intended to (A) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (B) comply with the requirements of Section 409A; provided, however, that this Section 10(l) shall 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 shall the Company have any liability for failing to do so. (ii) If Executive becomes entitled Any right to receive a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A, any separate payment that constitutes or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation compensation” subject to Section 409A upon a termination to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of employmentSection 409A. (iii) Notwithstanding anything herein to the contrary, to the extent any payments to the Executive pursuant to Sections 4(a)(i)(B), 4(a)(ii) and 4(a)(iv) are treated as “nonqualified deferred compensation” subject to Section 409A, then (A) no amount shall be payable pursuant to such section unless the Executive’s termination of employment does not constitute constitutes a “separation from service” with the Company (as such term is defined in Treasury Regulation Section 409A, payment of such amount shall be deferred, without interest1.409A-1(h) and any successor provision thereto) (a “Separation from Service”), and paid on (B) if the Executive, at the time of his Separation from Service, is determined by the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code and the Company determines that delayed commencement of any portion of the termination benefits payable to the Executive pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (any such delayed commencement, a “Payment Delay”), then such portion of the Executive’s termination benefits described in Sections 4(a)(i)(B), 4(a)(ii) and 4(a)(iv) shall not be provided to the Executive prior to the earlier of (A) the date Executive incurs a separation expiration of the six-month period measured from service, as so defined (subject to subsection (f)(iii)) below, or the date of the Executive’s death. Separation from Service, (iiiB) If the date of the Executive’s death or (C) such earlier date as is permitted under Section 409A. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred pursuant to a Payment Delay shall be paid in a lump sum to the Executive within ten (10) days following such expiration, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. The determination of whether the Executive is a “specified employee”, ” for purposes of Section 409A(a)(2)(B)(i) of the Code as defined of the time of his Separation from Service shall made by the Company in accordance with the terms of Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death.Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto). US-DOCS\93731500.3 (iv) If To the sixty (60extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) day period described in Section 9 ends in the calendar year following the year that includes the Termination Datewould apply, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, such amounts shall be paid until the first business day of the calendar year following the year that includes the Termination Dateor reimbursed reasonably promptly, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid but not later than the last day December 31 of the year following the year in which the expense is was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and all reimbursements the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit. (v) In the event that the amounts payable under Sections 4(a)(i)(B), 4(a)(ii) and in-kind benefits shall 4(a)(iv) are subject to Section 409A and the timing of the delivery of the Executive’s Release could cause such amounts to be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company one or another taxable year, then notwithstanding the payment timing set forth in such sections, such amounts shall not be obligated to guarantee any particular tax result for Executive with respect to any payable until the later of (A) the payment date specified in such section or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes(B) the first business day of the taxable year following the Executive’s Separation from Service.

Section 409A of the Code. To the extent applicable, it is Performance Share Awards granted pursuant to this Agreement are intended that payments and benefits provided hereunder to be exempt from from, or comply with with, the requirements of Section 409A of the Code and the guidance promulgated issued thereunder (collectively, “Section 409A”). This Agreement and shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicableconstrued accordingly. In furtherance of the foregoing, the following provisions shall apply notwithstanding Notwithstanding anything to the contrary in this Agreement: , if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (ibut for this provision) To be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Employee’s death; except (A) to the extent applicableof amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, each and every payment as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to be made pursuant to this Agreement shall be treated as a separate payment and not as one the requirements of a series of payments treated as a single payment for Section 409A. For purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled this Agreement, all references to receive any payment that constitutes deferred compensation subject to Section 409A upon a “termination of employment, ” and such termination of employment does not constitute correlative phrases shall be construed to require a “separation from service” (as defined in Section 409A, payment 1.409A-1(h) of such amount shall be deferred, without interestthe Treasury Regulations after giving effect to the presumptions contained therein), and paid on the earlier term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the date Executive incurs a separation from serviceTreasury Regulations. Notwithstanding anything to the contrary in this Agreement, as so defined (subject to subsection (f)(iii)) belowneither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the date Committee, shall be liable to the Employee or to the estate or beneficiary of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable Employee by reason of such separation from service that constitutes deferred compensation subject to Section 409Aany acceleration of income, including or any amount deferred pursuant to subsection (f)(ii) aboveadditional tax, shall be deferred, without interest, and paid on the earlier asserted by reason of the first business day failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the seventh month following the month that includes Executive’s separation from service, Code or the date by reason of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution 4999 of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signedCode. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it This Agreement is intended that payments and benefits provided hereunder be exempt from or to comply with the requirements of Section 409A of the Code or an exemption thereunder, and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent interpreted and construed consistently with such intent. The payments to the Executive pursuant to this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not Agreement are intended to be exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under from Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything Code to the contrary in this Agreement: (i) To maximum extent possible, under the extent applicableseparation pay exemption, as short-term deferrals, or otherwise. For purposes of Section 409A of the Code, each and every installment payment to be made pursuant to provided under this Agreement shall be treated as a separate payment and not as one payment. In the event the terms of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If this Agreement would subject the Executive becomes entitled to receive any payment that constitutes deferred compensation subject to additional income taxes, interest or penalties under Section 409A upon a of the Code (“409A Penalties”), the Company and the Executive shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible. To the extent any amounts under this Agreement are payable by reference to the Executive’s “termination,” “termination of employment,” or similar phrases, and such termination of employment does not constitute a term shall be deemed to refer to the Executive’s “separation from service” (as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier 409A of the date Executive incurs a separation from serviceCode). Notwithstanding any other provision in this Agreement, as so defined (subject including but not limited to subsection (f)(iii)) belowSections 4 and 5, or if the date of Executive’s death. (iii) If Executive is a “specified employee”, ” (as defined in Section 409A on 409A(a)(2)(b)(i)), then to the date he incurs a separation from service, extent any amount that becomes payable by reason under this Agreement (i) constitutes the payment of such separation from service that constitutes nonqualified deferred compensation subject to compensation, within the meaning of Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier 409A of the first business day of Code, (ii) is payable upon the seventh month following the month that includes Executive’s separation from service, or and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of the Executive’s separation from service, such payment shall be delayed and paid to the Executive, on the first day of the first calendar month beginning at least six months following the date of termination, or, if earlier, within ninety (90) days following the Executive’s death. death to the Executive’s surviving spouse (iv) If or such other beneficiary as the sixty (60) day period described Executive may designate in Section 9 ends in writing). Any reimbursement or advancement payable to the calendar year following Executive pursuant to this Agreement shall be conditioned on the year that includes submission by the Termination DateExecutive of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, and shall be paid until to the first business Executive within thirty (30) days following receipt of such expense reports, but in no event later than the last day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the calendar year in which the expense is incurredExecutive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, and all reimbursements and or in-kind benefits benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) provided, during any other calendar year. The Company right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be obligated subject to guarantee any particular tax result for Executive with respect to any payment liquidation or benefit provided to Executive hereunder, and Executive shall be responsible exchange for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesbenefit.

Section 409A of the Code. The intent of the parties is that the 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 interpreted to be in compliance therewith. Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that is designated under this Agreement as payable upon the Executive’s termination of employment shall be payable only upon the Executive’s “separation from service” with Employer within the meaning of Section 409A of the Code. To the extent applicable, it is intended that payments and benefits provided hereunder be exempt from or necessary to comply with Section 409A of the Code and Code, if the guidance promulgated thereunder (collectivelyperiod during which the Executive has discretion to execute or to revoke the release of claims straddles two of the Executive’s taxable years, “Section 409A”)then Employer will provide benefits starting in the second of such taxable years, regardless of in which taxable year the Executive actually delivers the executed release to Employer. This Agreement shall be administered in a manner consistent with this intent and if Executive or Further, to the Company believes, at any time, extent that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith post-termination payments to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If which Executive becomes entitled to receive any payment that constitutes under this Agreement constitute deferred compensation subject to Section 409A upon a termination of employmentthe Code, and Executive is deemed at the time of such termination to be a “specified employee” under Section 409A of employment does the Code, then such payment will not constitute a be made or commence until the earliest of (i) the expiration of the six (6) month period measured from the date of Executive’s “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)ii) below, or the date of Executive’s death. (iii) If Executive is a death following such “specified employee”, as defined in Section 409A on the date he incurs a separation from service”. Upon the expiration of the applicable deferral period, any amount payments which would have otherwise been made during that becomes payable by reason period (whether in a single sum or installments) in the absence of such separation from service that constitutes deferred compensation subject this Section 19 will be paid to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive or Executive’s separation from service, or the date of Executive’s deathbeneficiary in one lump sum. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it This Agreement is intended to either avoid the application of, or comply with, Section 409A of the Code. To that payments end this Agreement shall at all times be interpreted in a manner that is consistent with Section 409A of the Code. Notwithstanding any other provision in this Agreement to the contrary, the Company shall have the right, in its sole discretion, to adopt such amendments to this Agreement or take such other actions (including amendments and benefits provided hereunder be exempt from actions with retroactive effect) as it determines is necessary or appropriate for this Agreement to comply with Section 409A of the Code Code. Further: (a) Any reimbursement of any costs and expenses by the guidance promulgated thereunder (collectively, “Section 409A”). This Company to the Executive under this Agreement shall be administered in a manner consistent with this intent and if Executive or made by the Company believes, at in no event later than the close of the Executive’s taxable year following the taxable year in which the cost or expense is incurred by the Executive. The expenses incurred by the Executive in any time, calendar year that are eligible for reimbursement under this Agreement shall not affect the expenses incurred by the Executive in any other calendar year that are eligible for reimbursement hereunder and the Executive’s right to receive any reimbursement hereunder shall not be subject to liquidation or exchange for any other benefit. (b) Any payment following a separation from service that would be subject to Section 409A(a)(2)(A)(i) of such payment or benefit is not exempt or does not so comply, Executive or the Company Code as a distribution following a separation from service of a “specified employee” (as defined under Section 409A(a)(2)(B)(i) of the Code) shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and be made on the Company) or first to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance occur of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To ten (10) days after the extent applicableexpiration of the six (6) month period following such separation from service, each and every (ii) death or (iii) such earlier date that complies with Section 409A of the Code. (c) Each payment to be made pursuant to that the Executive may receive under this Agreement shall be treated as a “separate payment and not as one of a series of payments treated as a single payment payment” for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s deathCode. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. (a) To the extent applicable(i) any payments to which Executive becomes entitled under this Agreement, it or any agreement or plan referenced herein, in connection with Executive's termination of employment with the 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 the highest rate of interest applicable to six (6) month money market accounts offered by the following institutions: Citibank N.A., ▇▇▇▇▇ Fargo Bank, NA., or Bank of America, on the date of such “separation from service.” 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 absence of this Section 13 (together with accrued interest thereon) shall be paid to Executive or Executive's beneficiary hi one lump sum. (b) It is intended that payments and benefits provided hereunder this Agreement comply with or be exempt from or comply with the provisions of Section 409A of the Code and the Treasury Regulations and guidance promulgated of general applicability issued thereunder (collectivelyso as to not subject Executive to the payment of additional interest and taxes under Section 409A of the Code, “Section 409A”). This and in furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii)these intentions. (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicableFor purposes of this Agreement, it is intended that payments and benefits provided hereunder be exempt from or comply with “Section 409A” means Section 409A of the Code and the guidance Treasury Regulations promulgated thereunder (collectively, “and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. The parties intend that any amounts payable hereunder will be either exempt from Section 409A”). , or if such payments could constitute “deferred compensation” within the meaning of Section 409A, compliant with Section 409A. Notwithstanding the foregoing, the Executive acknowledges and agrees that she shall be solely responsible for, any taxes or penalties that may be imposed on the Executive under Section 409A with respect to the Executive’s receipt of payments hereunder; provided, that nothing in this Section 16 shall be construed as a waiver by the Executive of any claims she may have against the Company related to any operational failures by the Company which are finally determined to be the cause of any such taxes or penalties under Section 409A. This Agreement shall be administered and interpreted in a manner consistent with this intent intent. Consistent with that intent, and to the extent required under Section 409A, for benefits that are to be paid in connection with a termination of employment, “termination of employment” shall be limited to such a termination that constitutes a “separation from service” under Section 409A. Notwithstanding any provision of this Agreement to the contrary, if the Executive is a “specified employee,” determined pursuant to procedures adopted by the Company in compliance with Section 409A, on the date of her separation from service (within the meaning of Treasury Regulation section 1.409A-1(h)) and if any portion of the payments or benefits to be received by the Executive upon her termination of employment would constitute a “deferral of compensation” subject to Section 409A, then to the extent necessary to comply with Section 409A, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and made available on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance earlier of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the first business day of the seventh month after the date of the Executive’s termination of employment, or (ii) the Executive’s death. For purposes of application of Section 409A, to the extent applicable, each and every payment to be made pursuant to under this Agreement shall be treated as a separate payment and payment. Notwithstanding any provision of this Agreement to the contrary, to the extent any reimbursement or in-kind benefit provided under this Agreement is nonqualified deferred compensation within the meaning of Section 409A: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not as one of a series of payments treated as a single payment affect the expenses eligible for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). reimbursement, or in-kind benefits to be provided, in any other taxable year; (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination the reimbursement of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall an eligible expense must be deferred, without interest, and paid made on or before the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business last day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the calendar year in which the expense is was incurred, ; and all reimbursements and (iii) the right to reimbursement or in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv)is not subject to liquidation or exchange for another benefit. (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it (a) It is intended that the payments and benefits provided hereunder under this Agreement be exempt from from, or comply with with, Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, collectively “Code Section 409A”). This , and all provisions of this Agreement shall be administered construed in a manner consistent with this intent and if Executive the requirements for avoiding taxes or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the penalties under Code Section 409A. The Company shall promptly advise have no liability with regard to any failure to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the other party and will negotiate reasonably and in good faith to amend payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “Separation from Service” within the terms meaning of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or compliance is not practicable. In furtherance of the foregoing, the following provisions like terms shall apply notwithstanding anything mean Separation from Service. (c) Solely to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made any payments and/or benefits provided pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes constitute “deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from servicecompensation” as defined in under Code Section 409A, payment of such amount shall be deferred, without interest, and paid if you are deemed on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is termination of your employment to be a “specified employee”,” within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, as defined or if none, the default methodology, then any such payment or benefit, to the extent required to be delayed in compliance with Section 409A on 409A(a)(2)(B) of the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) aboveCode, shall not be deferred, without interest, and paid on made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of your Separation from Service or (ii) the date of your death (the “Delay. Period”). On the first business day of the seventh month following the month that includes Executive’s separation date of your Separation from serviceService or, or if earlier, on the date of Executive’s your death, all payments delayed pursuant to this Section 8(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Promptly following the expiration of such six-month period, all compensation suspended pursuant to the foregoing sentence (whether it would have otherwise been payable in a single sum or in installments in the absence of such suspension) shall be paid or reimbursed to you in a lump sum. (ivd) If the sixty (60) day period described in Section 9 ends in the calendar year following the year With regard to any provision herein that includes the Termination Dateprovides for reimbursement of costs and expenses or in-kind benefits, no amount that is subject to except as permitted by Code Section 409A, (i) the payment right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of which is dependent upon expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the execution expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided, that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the ReleaseCode solely because such expenses are subject to a limit related to the period the arrangement is in effect, and (iii) such payments shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than made on or before the last day of the your taxable year following the taxable year in which the expense is was incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.”

Section 409A of the Code. (a) To the extent applicable(i) any payments to which Executive becomes entitled under this Agreement, it or any agreement or plan referenced herein, in connection with Executive’s termination of employment with the 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 the highest rate of interest applicable to six (6) month money market accounts offered by the following institutions: Citibank N.A., ▇▇▇▇▇ Fargo Bank, N.A., or Bank of America, on the date of such “separation from service.” 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 absence of this Section 13 (together with accrued interest thereon) shall be paid to Executive or Executive’s beneficiary in one lump sum. (b) It is intended that payments and benefits provided hereunder this Agreement comply with or be exempt from or comply with the provisions of Section 409A of the Code and the Treasury Regulations and guidance promulgated of general applicability issued thereunder (collectivelyso as to not subject Executive to the payment of additional interest and taxes under Section 409A of the Code, “Section 409A”). This and in furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii)these intentions. (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To It is the extent applicable, it is intended intention of the parties that all payments and benefits provided hereunder under this Agreement be exempt from, or if not so exempt, comply with Section 409A of the Internal Revenue Code of 1986, as amended, and any guidance issued thereunder (the “Code”), and the Agreement shall be interpreted, operated and administered accordingly. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” or “key employee” of the Company and has experienced a “separation from service,” each within the meaning of Section 409A of the Code, no payments or comply benefits under this Agreement that are considered deferred compensation shall be made to Executive prior to the date that is six (6) months after the date of Executive’s “separation from service” (or, if earlier, the Executive’s date of death). The Company shall indemnify the Executive if the Executive incurs additional tax under Section 409A of the Code as a result of a violation of Section 409A of the Code (each an “Indemnified Section 409A Violation”) that occurs as a result of (1) the Company’s clerical error (other than an error cause by erroneous information provided to the Company by the Executive), (2) the Company’s failure to administer this Agreement or any benefit plan or program in accordance with its written terms (such written terms, the “Plan Document”), or (3) the Company’s failure to maintain the Plan Documents in compliance with Section 409A of the Code; provided, that the indemnification set forth in clause (3) shall not be available to the Executive if (x) the Company has made a reasonable, good faith attempt to maintain the applicable Plan Document in compliance with Code Section 409A but has failed to do so or (y) the Company has maintained the applicable Plan Document in compliance with Section 409A of the Code but subsequent issuance by the Internal Revenue Service or the Department of the Treasury of interpretive authority results in the applicable Plan Document not (or no longer) complying with Section 409A of the Code (except that, if the Company is permitted by such authority or other authority to amend the Plan Document to bring the Plan Document into compliance with Section 409A of the Code and the guidance promulgated thereunder (collectivelyfails to do so, “Section 409A”). This Agreement then such indemnification shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement:provided). (i) To In the event of an Indemnified Section 409A Violation, the Company shall reimburse the Executive for (1) the 20% additional income tax described in Section 409A(a)(1)(B)(i)(II) of the Code (to the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated that the Executive incurs the 20% additional income tax as a separate result of the Indemnified Section 409A Violation), and (2) any interest or penalty that is assessed with respect to the Executive’s failure to make a timely payment of the 20% additional income tax described in clause (1), provided that the Executive pays the 20% additional income tax promptly upon being notified that the tax is due (the amounts described in clause (1) and not clause (2) are referred to collectively as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iiithe “Section 409A Tax”). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to In addition, in the event of an Indemnified Section 409A upon Violation, the Company shall make a termination of employmentpayment (the “Section 409A Gross-Up Payment”) to the Executive such that the net amount the Executive retains, and such termination of employment does not constitute a “separation from service” as defined in Section 409Aafter paying any federal, payment of such amount shall be deferredstate, without interest, and paid or local income tax or FICA tax on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) aboveGross-Up Payment, shall be deferred, without interest, equal to the Section 409A Tax. The Executive shall reasonably cooperate with measures identified by the Company that are intended to mitigate the Section 409A Tax to the extent that such measures do not materially reduce or delay the payments and paid on benefits to the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it is intended that payments and benefits provided hereunder (a) The Executive will be exempt from or comply with Section 409A deemed to have a termination of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment employment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive determining the timing of any payment payments that constitutes are classified as deferred compensation subject to Section 409A only upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in within the meaning of Section 409A, payment of such amount shall be deferred, without interest, and paid on 409A. (b) If at the earlier time of the date Executive incurs a Executive’s separation from service, as so defined (subject to subsection (f)(iii)i) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in ” (within the meaning of Section 409A and using the methodology selected by the Association) and (ii) the Association makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Association will not pay the entire amount on the otherwise scheduled payment date he incurs a separation from servicebut will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that becomes payable by reason of such separation satisfies an exception under the Section 409A rules from service that constitutes being categorized as deferred compensation subject to Section 409A, including any compensation) and will pay the remaining amount deferred pursuant to subsection (f)(iiif any) above, shall be deferred, without interest, and paid in a lump sum on the earlier of the first business day of the seventh month following after the month that includes in which the Executive’s separation from service, or the date of Executive’s deathemployment terminates. (ivc) If To the sixty (60) day period described in Section 9 ends in extent the calendar year following the year that includes the Termination Date, no amount that is Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 10(c). The Executive and the Association agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signedAssociation with respect to any payment. (vd) Any To the extent that any right to reimbursement of expenses or payment of any in-kind benefit under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense payable to Executive that constitutes taxable income reimbursement shall be paid not made by the Association no later than the last day of the taxable year following the taxable year in which such expense was incurred by Executive, (ii) the expense is incurred, and all reimbursements and right to reimbursement or in-kind benefits shall not be paid subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in accordance any other taxable year; provided that the foregoing clause shall not be violated with Treasury Regulation §1.409A-3(i)(1)(iv)regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. (vie) The Company For purposes of this Agreement, Section 409A shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect refer to Section 409A or of the Internal Revenue Code of 1986, as amended, and the Treasury regulations and any other obligation to pay taxesauthoritative guidance issued thereunder.

Section 409A of the Code. To the extent applicable, it is intended that payments and benefits provided hereunder be exempt from or comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment interpreted in accordance with Section 409A of the Code and not as one of a series of payments treated as a single payment for purposes Department of Treasury Regulation §1.409A-2(b)(2)(iiiregulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code and related Department of Treasury guidance, the Company shall work in good faith with the Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A of the Code, including without limitation, actions intended to (A) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code, and/or (B) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 10(d) shall 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 shall the Company have any liability for failing to do so. (ii) If Executive becomes entitled Any right to receive a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment that constitutes or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation compensation” subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from serviceCode and Section 4(d) hereof to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), as so defined (subject to subsection (f)(iii)Section 1.409A-1(b)(9) below, or any other applicable exception or provision of Section 409A of the date of Executive’s deathCode. (iii) If To the extent that any payments or reimbursements provided to the Executive is a “specified employee”under this Agreement, as defined in Section 409A on the date he incurs a separation from serviceincluding, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject without limitation, pursuant to Section 409A2(b)(vii) hereof, including any amount deferred pursuant are deemed to subsection (f)(iiconstitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) abovewould apply, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, such amounts shall be paid until the first business day of the calendar year following the year that includes the Termination Dateor reimbursed reasonably promptly, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid but not later than the last day December 31 of the year following the year in which the expense is was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company the Executive’s right to such payments or reimbursement of any such expenses shall not be obligated subject to guarantee any particular tax result for Executive with respect to any payment liquidation or benefit provided to Executive hereunder, and Executive shall be responsible exchange for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesbenefit.

Section 409A of the Code. (a) To the extent applicable(i) any payments to which Executive becomes entitled under this Agreement, it or any agreement or plan referenced herein, in connection with Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code; (ii) Executive is deemed at the time of Executive’s 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 the highest rate of interest applicable to six (6) month money market accounts offered by the following institutions: Citibank N.A., ▇▇▇▇▇ Fargo Bank, NA., or Bank of America, on the date of such “separation from service.” 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 absence of this Section 13 (together with accrued interest thereon) shall be paid to Executive or Executive’s beneficiary hi one lump sum. (b) It is intended that payments and benefits provided hereunder this Agreement comply with or be exempt from or comply with the provisions of Section 409A of the Code and the Treasury Regulations and guidance promulgated of general applicability issued thereunder (collectivelyso as to not subject Executive to the payment of additional interest and taxes under Section 409A of the Code, “Section 409A”). This and in furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii)these intentions. (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To (a) It is intended that any amounts payable under this Agreement shall be exempt from and avoid the imputation of any tax, penalty or interest under Section 409A of the Code (“Section 409A”) to the fullest extent applicablepermissible under applicable law; provided, that if any such amount is or becomes subject to the requirements of Section 409A, it is intended that payments and benefits provided hereunder be exempt from or those amounts shall comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”)such requirements. This Agreement shall be administered in a manner construed and interpreted consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicableintent. In furtherance of the foregoingthat intent, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every if payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one or provision of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment amount or benefit hereunder that constitutes deferred compensation is subject to Section 409A upon a termination of employment, and at the time specified herein would subject such termination of employment does not constitute a “separation from service” as defined in amount or benefit to any additional tax under Section 409A, the payment or provision of such amount or benefit shall be deferredpostponed to the earliest commencement date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. In no event, without interesthowever, and paid shall the Company be liable for any tax, interest or penalty imposed on the earlier of the date Executive incurs a separation from service, as so defined (subject under Section 409A or any damages for failing to subsection (f)(iii)) below, or the date of Executive’s death.comply with Section 409A. (iiib) If the Executive is a “specified employee”” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the Termination Date, as defined in the Executive shall not be entitled to any payment or benefit pursuant to Section 409A on 4(b) until the earlier of (A) the date he incurs a which is six (6) months after his separation from serviceservice (within the meaning of Section 409A) for any reason other than death, or (B) the date of the Executive’s death; provided, that this paragraph shall only apply if, and to the extent, required to avoid the imputation of any amount tax, penalty or interest pursuant to Section 409A. Any amounts otherwise payable to the Executive upon or in the six (6) month period following the Executive’s separation from service that becomes payable are not so paid by reason of this Section 16(b) shall be paid (without interest) as soon as practicable (and in any event within thirty (30) days) after the date that is six (6) months after the Executive’s separation from service (provided that in the event of the Executive’s death after such separation from service that constitutes deferred compensation subject but prior to Section 409Apayment, including any amount deferred pursuant to subsection (f)(ii) above, then such payment shall be deferred, without interestmade as soon as practicable, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from servicein all events within thirty (30) days, or after the date of the Executive’s death). (ivc) If Any reimbursement payment or in-kind benefit due to the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject Executive pursuant to Section 409A3(c), to the payment of which is dependent upon the execution of the Releaseextent that such reimbursements or in-kind benefits are taxable to him, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than on or before the last day of the Executive’s taxable year following the taxable year in which the related expense is was incurred, . The Executive agrees to provide prompt notice to the Company of any such expenses (and all reimbursements any other documentation that the Company may reasonably require to substantiate such expenses) in order to facilitate the Company’s timely reimbursement of the same. Reimbursements and in-kind benefits pursuant to Section 3(c) are not subject to liquidation or exchange for another benefit and the amount of such benefits that the Executive receives in one taxable year shall be paid not affect the amount of such reimbursements or benefits that the Executive receives in accordance with Treasury Regulation §1.409A-3(i)(1)(iv)any other taxable year. (vid) The Company shall not be obligated For purposes of Section 409A, the Executive’s right to guarantee receive any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive installment payments hereunder shall be responsible for any taxestreated 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., additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesshall 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.

Section 409A of the Code. To (a) Notwithstanding any provision to the contrary in the Agreement, if Executive is deemed by the Company at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent applicabledelayed commencement of any portion of the termination benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, it is intended that such portion of the Executive’s termination benefits shall not be provided to the Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s Separation from Service with the Company or (ii) the date of the Executive’s death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred pursuant to this Section 14(a) shall be paid in a lump sum to the Executive, and benefits any remaining payments due under the Agreement shall be paid as otherwise provided hereunder herein, with all such payments to be exempt from or comply with subject to all required tax withholding. For purposes of Section 409A of the Code and (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the guidance promulgated thereunder Executive’s right to receive any installment payments payable pursuant to this Agreement (collectively, the “Section 409AInstallment Payments”). This Agreement ) shall be administered in treated as a manner consistent with this intent right to receive a series of separate payments and, accordingly, each Installment Payment shall at all times be considered a separate and if Executive or the Company believesdistinct payment. (b) In addition, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything reimbursements payable to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made Executive pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If paid to the Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day December 31 of the year following the year in which the expense is cost was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall the Executive’s right to reimbursement under this Agreement will not be obligated subject to guarantee any particular tax result liquidation or exchange for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesanother benefit.

Section 409A of the Code. To (a) It is intended that any amounts payable under this Agreement shall be exempt from and avoid the imputation of any tax, penalty or interest under Section 409A of the Code (“Section 409A”) to the fullest extent applicablepermissible under applicable law; provided, that if any such amount is or becomes subject to the requirements of Section 409A, it is intended that payments and benefits provided hereunder be exempt from or those amounts shall comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”)such requirements. This Agreement shall be administered in a manner construed and interpreted consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicableintent. In furtherance of the foregoingthat intent, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every if payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one or provision of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment amount or benefit hereunder that constitutes deferred compensation is subject to Section 409A upon a termination of employment, and at the time specified herein would subject such termination of employment does not constitute a “separation from service” as defined in amount or benefit to any additional tax under Section 409A, the payment or provision of such amount or benefit shall be deferredpostponed to the earliest commencement date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. In no event, without interesthowever, and paid shall the Company be liable for any tax, interest or penalty imposed on the earlier of the date Executive incurs a separation from service, as so defined (subject under Section 409A or any damages for failing to subsection (f)(iii)) below, or the date of Executive’s death.comply with Section 409A. (iiib) If the Executive is a “specified employee”” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the Termination Date, as defined in the Executive shall not be entitled to any payment or benefit pursuant to Section 409A on 4(b) until the earlier of (A) the date he incurs a which is six (6) months after her separation from serviceservice (within the meaning of Section 409A) for any reason other than death, or (B) the date of the Executive’s death; provided, that this paragraph shall only apply if, and to the extent, required to avoid the imputation of any amount tax, penalty or interest pursuant to Section 409A. Any amounts otherwise payable to the Executive upon or in the six (6) month period following the Executive’s separation from service that becomes payable are not so paid by reason of this Section 16(b) shall be paid (without interest) as soon as practicable (and in any event within thirty (30) days) after the date that is six (6) months after the Executive’s separation from service (provided that in the event of the Executive’s death after such separation from service that constitutes deferred compensation subject but prior to Section 409Apayment, including any amount deferred pursuant to subsection (f)(ii) above, then such payment shall be deferred, without interestmade as soon as practicable, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from servicein all events within thirty (30) days, or after the date of the Executive’s death). (ivc) If Any reimbursement payment or in-kind benefit due to the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject Executive pursuant to Section 409A3(c), to the payment of which is dependent upon the execution of the Releaseextent that such reimbursements or in-kind benefits are taxable to him, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than on or before the last day of the Executive’s taxable year following the taxable year in which the related expense is was incurred, . The Executive agrees to provide prompt notice to the Company of any such expenses (and all reimbursements any other documentation that the Company may reasonably require to substantiate such expenses) in order to facilitate the Company’s timely reimbursement of the same. Reimbursements and in-kind benefits pursuant to Section 3(c) are not subject to liquidation or exchange for another benefit and the amount of such benefits that the Executive receives in one taxable year shall be paid not affect the amount of such reimbursements or benefits that the Executive receives in accordance with Treasury Regulation §1.409A-3(i)(1)(iv)any other taxable year. (vid) The Company shall not be obligated For purposes of Section 409A, the Executive’s right to guarantee receive any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive installment payments hereunder shall be responsible for any taxestreated 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., additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesshall 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.

Section 409A of the Code. To the extent applicable, it is intended that payments and benefits provided hereunder be exempt from or comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment interpreted in accordance with Section 409A of the Code and not as one of a series of payments treated as a single payment for purposes Department of Treasury Regulation §1.409A-2(b)(2)(iiiregulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code and related Department of Treasury guidance, the Company shall work in good faith with the Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A of the Code, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code, and/or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 10(d) shall 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 shall the Company have any liability for failing to do so. (ii) If Executive becomes entitled Any right to receive a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment that constitutes or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation compensation” subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from serviceCode and Section 4(d) hereof to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), as so defined (subject to subsection (f)(iii)Section 1.409A-1(b)(9) below, or any other applicable exception or provision of Section 409A of the date of Executive’s deathCode. (iii) If To the extent that any payments or reimbursements provided to the Executive is a “specified employee”under this Agreement, as defined in Section 409A on the date he incurs a separation from serviceincluding, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject without limitation, pursuant to Section 409A2(b)(vii) hereof, including any amount deferred pursuant are deemed to subsection (f)(iiconstitute compensation to the Executive to which Treasury Regulation Section 1. 409A-3(i)(1)(iv) abovewould apply, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, such amounts shall be paid until the first business day of the calendar year following the year that includes the Termination Dateor reimbursed reasonably promptly, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid but not later than the last day December 31 of the year following the year in which the expense is was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company the Executive’s right to such payments or reimbursement of any such expenses shall not be obligated subject to guarantee any particular tax result for Executive with respect to any payment liquidation or benefit provided to Executive hereunder, and Executive shall be responsible exchange for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesbenefit.

Section 409A of the Code. To the extent applicable, it It is intended that any payments and or benefits provided hereunder be exempt pursuant to this Agreement satisfy, to the greatest extent possible, the exemptions from or comply with the application of Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4) and 1.409A- 1(b)(5). This Agreement shall be administered in a manner consistent with this intent and Notwithstanding the foregoing, if Executive or the Company believes, at any time, determines that any of payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A, and to the extent that such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A payable upon a Employee’s termination of employment, and then such termination of employment does not constitute a payments or benefits shall be payable only upon Employee’s “separation from service.” as defined in Section 409A, payment The determination of such amount shall be deferred, without interest, whether and paid on the earlier of the date Executive incurs when a separation from serviceservice has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). In addition, as so defined (subject to subsection (f)(iii)) below, or if at the date time of ExecutiveEmployee’s death. (iii) If Executive separation from service Employee is a “specified employee”” within the meaning of Section 409A(a)(2)(B)(i) of the Code, as defined in then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit that Employee becomes entitled to under this Agreement on account of Employee’s separation from service shall not be payable and such benefit shall not be provided to Executive hereunderuntil the date that is the earlier of (i) six (6) months and one (1) day after Employee’s separation from service and (ii) Employee’s death. If any such delayed payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six (6)-month period but for the application of this provision, and Executive the balance of the installments shall be responsible payable in accordance with their original schedule. In addition, interest at the Prime Rate as reported in the Wall Street Journal shall be added to any payment that is delayed pursuant to this Paragraph 3, for any taxes, additional taxes or penalties imposed on Executive in connection with any the time period during which such payment or benefit with respect to Section 409A or any other obligation to pay taxeswas delayed.

Section 409A of the Code. To It is the extent applicable, it is intended intention of the parties that payments and benefits provided hereunder be exempt from or this Agreement will comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable guidance promulgated issued thereunder (collectively-Section 409A"), “Section 409A”). This and this Agreement shall will be administered interpreted in a manner consistent intended to comply with Section 409A. All payment under this intent Agreement are intended to be excluded from the requirements of Section 409A or be payable on a fixed date or schedule in accordance with Section 409A(a)(2)(iv). Executive shall be solely responsible and if Executive or liable for the Company believes, at any time, that any satisfaction of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party all taxes and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with this Agreement (including any taxes and penalties under Section 409A) and shall indemnify and hold the Company (and any beneficiary) harmless from any or all of such taxes or penalties. Notwithstanding anything in this Agreement to the contrary, in the event Executive is deemed to be a "specified employee" within the meaning of Section 409A(a)(2)(B)(i), no payments hereunder that are "deferred compensation" subject to Section 409A and payable upon a termination of employment shall be made to the Executive prior to the date that is six (6) months after the date of Executive's "separation from service" (as defined in Section 409A and any Treasury Regulations promulgated thereunder) or, if earlier, Executive's death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment or benefit date. For purposes of this Agreement, with respect to payments of any amounts that are considered to be "deferred compensation" subject to Section 409A or 409A, references to "termination of employment" (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the definition of "separation from service" for purposes of Section 409A, For purposes of Section 409A, Executive's right to receive any other obligation installment payment pursuant to pay taxesthis Agreement will be treated as a right to receive a series of separate and distinct payments.

Section 409A of the Code. To the extent applicable, it (a) It is intended that payments and benefits provided hereunder be exempt from or the provisions of this Agreement comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This , and all provisions of this Agreement shall be administered construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. If any provision of this intent and if 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 believesPartnership shall, at any timeupon the specific request of the Executive, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and use its reasonable business efforts to in good faith reform such provision to amend comply with Code Section 409A; provided, that to the terms of such arrangement such that it is exempt or complies (with maximum extent practicable, the most limited possible original intent and economic effect on benefit to the Executive and on the Company) or Partnership of the applicable provision shall be maintained, but the Partnership shall have no obligation to minimize make any changes that could create any additional tax, interest and/or penalties that may apply under Section 409A if exemption economic cost or compliance is not practicable. In furtherance loss of the foregoing, the following provisions shall apply notwithstanding anything benefit to the contrary in this Agreement:Partnership. (ib) To the extent applicable, each and every payment A termination of employment shall not be deemed to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment have occurred for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any provision of this Agreement providing for the payment that constitutes deferred compensation subject to Section 409A of any amounts or benefits upon or following a termination of employment, and employment unless such termination of employment does not constitute is also a “separation Separation from serviceService” as defined in within the meaning of Code Section 409A409A and, payment for purposes of any such amount provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall be deferred, without interest, and paid mean Separation from Service. If the Executive is deemed on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is termination of his employment to be a “specified employee”,” within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Partnership from time to time, as defined in Section 409A on or if none, the date he incurs a separation from servicedefault methodology, then with regard to any amount that becomes payable by reason payment or the providing of such separation from service that constitutes deferred compensation any benefit made subject to this Section 409A8.8(b), including any amount deferred pursuant to subsection (f)(iithe extent required to be delayed in compliance with Section 409A(a)(2)(B) above, shall be deferred, without interestof the Code, and paid on any other payment, the provision of any other benefit or any other distribution of equity that is required to be delayed in compliance with Section 409A(a)(2)(B) of the Code, such 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. On the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s Separation from Service or, if earlier, on the date of his death, all payments delayed pursuant to this Section 8.8(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (ivc) If It is intended that each installment, if any, of the sixty (60payments and benefits provided under Sections 5.4(b) day period described in and 5.4(e) shall be treated as a separate “payment” for purposes of Code Section 9 ends in 409A. Neither the calendar year following Partnership nor the year that includes Executive shall have the Termination Date, no amount that is right to accelerate or defer the delivery of any such payments or benefits subject to Code Section 409A, except to the payment extent specifically permitted or required by Code Section 409A. (d) With regard to any provision herein that provides for reimbursement of which is dependent upon costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the execution right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided, that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Release, Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than made on or before the last day of the taxable year following the taxable year in which the expense is was incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vie) The Company shall not be obligated Whenever a payment under this Agreement specifies a payment period with reference to guarantee any particular tax result for Executive with respect to any a number of days (e.g., “payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxesmade within thirty (30) days following the date of termination”), additional taxes or penalties imposed on Executive in connection with any such the actual date of payment or benefit with respect to Section 409A or any other obligation to pay taxeswithin the specified period shall be within the sole discretion of the Employer.

Section 409A of the Code. To the extent applicable, it is intended that payments and benefits provided hereunder be exempt from or comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment interpreted in accordance with Section 409A of the Code and not as one of a series of payments treated as a single payment for purposes Department of Treasury Regulation §1.409A-2(b)(2)(iiiregulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code and related Department of Treasury guidance, the Company shall work in good faith with the Executive to adopt such amendments to LA\4338757.3 this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A of the Code, including without limitation, actions intended to (A) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code, and/or (B) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 11(d) shall 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 shall the Company have any liability for failing to do so. (ii) If Executive becomes entitled to receive To the extent permitted under Section 409A of the Code, any separate payment that constitutes or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation compensation” subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from serviceCode and Section 4(d) hereof to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), as so defined (subject to subsection (f)(iii)Section 1.409A-1(b)(9) below, or any other applicable exception or provision of Section 409A of the date of Executive’s deathCode. (iii) If To the extent that any payments or reimbursements provided to the Executive is a “specified employee”under this Agreement, as defined in Section 409A on the date he incurs a separation from serviceincluding, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject without limitation, pursuant to Section 409A2(b)(vii), including any amount deferred pursuant are deemed to subsection (f)(iiconstitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) abovewould apply, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, such amounts shall be paid until the first business day of the calendar year following the year that includes the Termination Dateor reimbursed reasonably promptly, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid but not later than the last day December 31 of the year following the year in which the expense is was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company the Executive’s right to such payments or reimbursement of any such expenses shall not be obligated subject to guarantee any particular tax result for Executive with respect to any payment liquidation or benefit provided to Executive hereunder, and Executive shall be responsible exchange for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesbenefit.

Section 409A of the Code. (a) To the extent applicable, it is intended that payments and benefits provided hereunder this Agreement shall be exempt from or comply interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued following the guidance promulgated thereunder date hereof (collectively, “Section 409A”). This Notwithstanding any provision of this Agreement shall be administered to the contrary, in a manner consistent with this intent and if Executive or the event that following the date hereof, the Company believesdetermines that any compensation or benefits payable under this Agreement may be subject to Section 409A, at the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any timeother actions that the Company determines are necessary or appropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, including without limitation actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A, provided, that this Section 11 does not, and shall not be construed so as to, create any obligation on the part of the Company to adopt any such amendments, policies or procedures or to take any other such actions. In no event shall the Company, its affiliates or any of such payment their respective officers, directors or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize advisors be liable for any additional taxtaxes, interest and/or or penalties that may apply imposed under Section 409A if exemption or compliance is not practicableany corresponding provision of state or local law. (b) Any right under this Agreement to a series of installment payments shall be treated as a right to a series of separate payments. In furtherance of the foregoing, the following provisions shall apply notwithstanding Notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement no compensation or benefits shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). paid to Employee during the six (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a 6)-month period following Employee’s “separation from service” as defined in with the Company (within the meaning of Section 409A, payment of ) if the Company determines that paying such amount shall amounts at the time or times indicated in this letter would be deferred, without interest, and paid on the earlier a prohibited distribution under Section 409A(a)(2)(B)(i) of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s deathCode. (iiic) If Executive is a To the extent any reimbursements or in-kind benefits due to Employee under this Agreement constitute “specified employee”, as defined in deferred compensation” to which Treas. Reg. Section 409A on the date he incurs a separation from service1.409A-3(i)(1)(iv) would apply, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, reimbursements or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, in-kind benefits shall be paid until the first business day of the calendar year following the year that includes the Termination Dateor reimbursed reasonably promptly, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not but in no event later than the last day December 31st of the year following the year in which the expense is was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and all Employee’s right to such payments or reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company of any such expenses shall not be obligated subject to guarantee any particular tax result for Executive with respect to any payment liquidation or benefit provided to Executive hereunder, and Executive shall be responsible exchange for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesbenefit.

Section 409A of the Code. To the extent applicable, it is intended that payments and benefits provided hereunder be exempt from or comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death.15 4886-3536-1809 v.9 (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he Executive incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it This Agreement is intended that payments and benefits provided hereunder be exempt from or to comply with the requirements of Section 409A of the Code or an exemption thereunder, and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent interpreted and construed consistently with such intent. The payments to the Executive pursuant to this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not Agreement are intended to be exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under from Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything Code to the contrary in this Agreement: (i) To maximum extent possible, under the extent applicableseparation pay exemption, as short-term deferrals, or otherwise. For purposes of Section 409A of the Code, each and every installment payment to be made pursuant to provided under this Agreement shall be treated as a separate payment and not as one payment. In the event the terms of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If this Agreement would subject the Executive becomes entitled to receive any payment that constitutes deferred compensation subject to additional income taxes, interest or penalties under Section 409A upon a of the Code ("409A Penalties"), the Company and the Executive shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible. To the extent any amounts under this Agreement are payable by reference to the Executive’s "termination," "termination of employment," or similar phrases, and such termination of employment does not constitute a “term shall be deemed to refer to the Executive’s "separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined " (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on of the date he incurs Code). Notwithstanding any other provision in this Agreement, including but not limited to Sections 5, 6 and 7, if the Executive is a separation from service"specified employee" (as defined in Section 409A(a)(2)(b)(i)), then to the extent any amount that becomes payable by reason under this Agreement (i) constitutes the payment of such separation from service that constitutes nonqualified deferred compensation subject to compensation, within the meaning of Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier 409A of the first business day of Code, (ii) is payable upon the seventh month following the month that includes Executive’s separation from service, or and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of the Executive’s separation from service, such payment shall be delayed and paid to the Executive, on the first day of the first calendar month beginning at least six months following the date of termination, or, if earlier, within ninety (90) days following the Executive’s death. death to the Executive’s surviving spouse (iv) If or such other beneficiary as the sixty (60) day period described Executive may designate in Section 9 ends in writing). Any reimbursement or advancement payable to the calendar year following Executive pursuant to this Agreement shall be conditioned on the year that includes submission by the Termination DateExecutive of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, and shall be paid until to the first business Executive within thirty (30) days following receipt of such expense reports, but in no event later than the last day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the calendar year in which the expense is incurredExecutive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, and all reimbursements and or in-kind benefits benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) provided, during any other calendar year. The Company right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be obligated subject to guarantee any particular tax result for Executive with respect to any payment liquidation or benefit provided to Executive hereunder, and Executive shall be responsible exchange for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesbenefit.

Section 409A of the Code. To the extent applicable, it is intended that payments and The benefits provided hereunder be exempt from or under this Agreement shall comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”)regulations thereunder. This Agreement shall be administered To the extent so required in a manner consistent order to comply with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoingCode, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each amounts and every payment benefits to be made pursuant to paid or provided under this Agreement shall be treated as a separate payment and not as one of a series of payments treated as paid or provided to Employee, in a single payment for purposes lump sum on the first business day after the date that is six months following the date of Treasury Regulation §1.409A-2(b)(2)(iii). termination of Employee’s employment or shall begin six months and one day following the date of termination, and (ii) If Executive becomes entitled the Company and Employee agree to receive amend or modify this Agreement and any payment that constitutes deferred agreements relating hereto (including any award agreement with respect to equity compensation subject described in Section 3A(c)) as may be necessary to comply with Section 409A upon a of the Code. For purposes of this Agreement, the terms “termination” and “termination of employment, ” (and such termination of employment does not constitute a variations thereof) shall mean Employee’s “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations promulgated under Section 409A of the Code, applying the default terms thereof. ACKNOWLEDGED AND AGREED: Date: October 26, 2010 ▇▇▇▇.▇▇▇, INC. By: /s/ Evva ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: Evva ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President, Human Resources EMPLOYEE By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chairman & Chief Executive Officer This Release Agreement (“Release”) is entered into as defined of this day of , hereinafter “Execution Date”, by and between [Employee Full Name] (hereinafter “Employee”), and ▇▇▇▇.▇▇▇, Inc. (hereinafter, the “Company”). The Employee and the Company are sometimes collectively referred to as the “Parties”. 1. The Employee’s employment with the Company is terminated effective [Month, Day, Year] (hereinafter “Termination Date”). The Parties have agreed to avoid and resolve any alleged existing or potential disagreements between them arising out of or connected with the Employee’s employment with the Company including the termination thereof. The Company expressly disclaims any wrongdoing or any liability to the Employee. 2. The Company agrees to provide the Employee the severance benefits provided for in Section 409A[1(d)][1(g)] of his/her Employment Agreement (the “Severance Benefits”) with the Company, dated as of [ ], after he/she executes this Release [FOR 40+ and does not revoke it as permitted in Section 8 below, the expiration of such revocation period being the “Effective Date”)]. 3. Employee represents that he/she has not filed, and will not file, any complaints, lawsuits, administrative complaints or charges relating to her employment with, or resignation from, the Company, excluding any action to enforce the Employment Agreement as it relates to the provision of the Severance Benefits or to Sections 3A(d) or 9[; provided, however, that nothing contained in this Section 3 shall prohibit you from bringing a claim to challenge the validity of the ADEA Release in Section 8 herein]. Employee agrees to release the Company, its subsidiaries, affiliates, and their respective parents, direct or indirect subsidiaries, divisions, affiliates and related companies or entities, regardless of its or their form of business organization, any predecessors, successors, joint ventures, and parents of any such entity, and any and all of their respective past or present shareholders, partners, directors, officers, employees, consultants, independent contractors, trustees, administrators, insurers, agents, attorneys, representatives and fiduciaries, including without limitation all persons acting by, through, under or in concert with any of them (collectively, the “Released Parties”), from any and all claims, charges, complaints, causes of action or demands of whatever kind or nature that Employee now has or has ever had against the Released Parties, whether known or unknown, arising from or relating to Employee’s employment with or discharge from the Company, including but not limited to: wrongful or tortious termination; constructive discharge; implied or express employment contracts and/or estoppel; discrimination and/or retaliation under any federal, state or local statute or regulation, specifically including any claims Employee may have under the Fair Labor Standards Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964 as amended, and the Family and Medical Leave Act; the discrimination or other employment laws of the State of [ ](1); any claims brought under any federal or state statute or regulation for (1) Insert state of employment. non-payment of wages or other compensation, including grants of stock options or any other equity compensation; and libel, slander, or breach of contract other than the breach of this Release. This Release specifically excludes claims, charges, complaints, causes of action or demand that post-date the Termination Date [or the Effective Date, whichever is later]. 4. Employee agrees to keep the fact that this Release exists and the terms of this Release in strict confidence except to his/her immediate family and his/her financial and legal advisors on a need-to-know basis. 5. Employee warrants that no promise or inducement has been offered for this Release other than as set forth herein and that this Release is executed without reliance upon any other promises or representations, oral or written. Any modification of this Release must be made in writing and be signed by Employee and the Company. 6. Employee will direct all employment verification inquiries to [HR Rep]. In response to inquiries regarding Employee’s employment with the Company, the Company by and through its speaking agent(s) agrees to provide only the following information: Employee’s date of hire, the date her employment ended and rates of pay. 7. If any provision of this Release or compliance by Employee or the Company with any provision of the Release constitutes a violation of any law, or is or becomes unenforceable or void, then such amount shall provision, to the extent only that it is in violation of law, unenforceable or void, will be deferreddeemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. If such modification is not possible, such provision, to the extent that it is in violation of law, unenforceable or void, will be deemed severable from the remaining provisions of this Release, which provisions will remain binding on both Employee and the Company. This Release is governed by, and construed and interpreted in accordance with the laws of the State of [ ], without interestregard to principles of conflicts of law. Employee consents to venue and personal jurisdiction in the State of [ ] for disputes arising under this Release. This Release represents the entire understanding with the Parties with respect to subject matter herein, no oral representations have been made or relied upon by the Parties. 8. [FOR EMPLOYEES OVER 40 ONLY — In further recognition of the above, Employee hereby releases and paid on discharges the earlier Released Parties from any and all claims, actions and causes of action that he/she may have against the Released Parties, as of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of this Release, arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), and the applicable rules and regulations promulgated thereunder. The Employee acknowledges and understands that ADEA is a federal statute that prohibits discrimination on the basis of age in employment, benefits and benefit plans. Employee specifically agrees and acknowledges that: (A) the release in this Section 8 was granted in exchange for the receipt of consideration that exceeds the amount to which he/she would otherwise be entitled to receive upon termination of his/her employment; (B) his/her waiver of rights under this Release is knowing and voluntary as required under the Older Workers Benefit Protection Act; (B) that he/she has read and understands the terms of this Release; (C) he/she has hereby been advised in writing by the Company to consult with an attorney prior to executing this Release; (D) the Company has given him/her a period of up to twenty-one (21) days within which to consider this Release, which period shall be waived by the Employee’s voluntary execution prior to the expiration of the twenty-one day period; and (E) following his/her execution of this Release he/she has seven (7) days in which to revoke his/her release as set forth in this Section 8 only and that, if he/she chooses not to so revoke, the Release in this Section 8 shall then become effective and enforceable and the payment listed above shall then be made to his/her in accordance with the terms of this Release. To cancel this Release, Employee understands that he/she must give a written revocation to the General Counsel of the Company at [ ](2),either by hand delivery or certified mail within the seven-day period. If he/she rescinds the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid it will not later than the last day of the year following the year in which the expense is incurred, become effective or enforceable and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall he/she will not be obligated to guarantee any particular tax result for Executive with respect entitled to any payment or benefit provided to Executive hereunderbenefits from the Company.] 9. EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE/SHE HAS CAREFULLY READ AND VOLUNTARILY SIGNED THIS RELEASE, and Executive shall be responsible for any taxesTHAT HE/SHE HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS/HER CHOICE, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesAND THAT HE/SHE SIGNS THIS RELEASE WITH THE INTENT OF RELEASING THE COMPANY, ITS AFFILIATES, SUBSIDIARIES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM ANY AND ALL CLAIMS.

Section 409A of the Code. To the extent applicable, it It is intended that payments and benefits provided hereunder this Agreement shall comply with or be exempt from the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations relating thereto, so as not to subject Executive to the payment of additional taxes and interest under Section 409A of the Code. This Agreement shall be interpreted, operated, and administered in a manner consistent with and in furtherance of this intent. Notwithstanding the foregoing, to the extent any payment or comply with benefit under this Agreement is subject to the additional taxes and interest under Section 409A of the Code, Executive shall be solely liable for the payment of such taxes and interest. (a) Any payment required under this Agreement that is payable in installment payments shall be deemed to be a separate payment for purposes of Section 409A of the Code and the guidance promulgated thereunder Treasury Regulations thereunder. (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at b) Notwithstanding any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything provision to the contrary in this Agreement: (i) To the extent applicable, each and every no payment to be made pursuant to or distribution under this Agreement shall be treated as a separate payment and not as one which constitutes an item of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to under Section 409A upon a termination of employment, the Code and such becomes payable by reason of the Executive’s termination of employment does not constitute with the Company or its affiliates or the Executive unless the Executive’s termination of employment constitutes a “separation from service” (as such term is defined in Treasury Regulations issued under Section 409A409A of the Code). In addition, no such payment of such amount shall or distribution will be deferred, without interest, and paid on made to the Executive prior to the earlier of (i) the expiration of the six (6)-month period measured from the date Executive incurs a of the Executive’s “separation from service, ” (as so such term is defined in Treasury Regulations issued under Section 409A of the Code) or (subject to subsection (f)(iii)ii) below, or the date of the Executive’s death. (iii) If , if the Executive is a “specified employee”, as defined in Section 409A on deemed at the date he incurs a separation from service, any amount that becomes payable by reason time of such separation from service to be a “specified employee” within the meaning of that constitutes deferred compensation subject term under Section 409A(a)(2) of the Code and to the extent such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A, including any amount deferred 409A(a)(2) of the Code. All payments and benefits which had been delayed pursuant to subsection (f)(ii) above, the immediately preceding sentence shall be deferred, paid (without interest, and paid on ) to the Executive in a lump sum upon expiration of such six-month period (or if earlier of upon the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. (a) To the extent applicable(i) any payments to which Executive becomes entitled under this Agreement, it or any agreement or plan referenced herein, in connection with Executive's termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code; (ii) Executive is deemed at the time of her 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 the highest rate of interest applicable to six (6) month money market accounts offered by the following institutions: Citibank N.A., ▇▇▇▇▇ Fargo Bank, NA., or Bank of America, on the date of such “separation from service.” 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 absence of this Section 13 (together with accrued interest thereon) shall be paid to Executive or Executive's beneficiary hi one lump sum. (b) It is intended that payments and benefits provided hereunder this Agreement comply with or be exempt from or comply with the provisions of Section 409A of the Code and the Treasury Regulations and guidance promulgated of general applicability issued thereunder (collectivelyso as to not subject Executive to the payment of additional interest and taxes under Section 409A of the Code, “Section 409A”). This and in furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii)these intentions. (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it This Agreement is intended to either avoid the application of, or comply with, Section 409A of the Code. To that payments end this Agreement shall at all times be interpreted in a manner that is consistent with Section 409A of the Code. Notwithstanding any other provision in this Agreement to the contrary, the Company shall have the right, in its sole discretion, to adopt such amendments to this Agreement or take such other actions (including amendments and benefits provided hereunder actions with retroactive effect) as it determines to be exempt from necessary or appropriate for this Agreement to comply with Section 409A of the Code Code. Further: (a) Any reimbursement of any costs and expenses by the guidance promulgated thereunder (collectively, “Section 409A”). This Company to the Employee under this Agreement shall be administered in a manner consistent with this intent and if Executive or made by the Company believes, at in no event later than the close of the Employee’s taxable year following the taxable year in which the cost or expense is incurred by the Employee. The expenses incurred by the Employee in any time, calendar year that are eligible for reimbursement under this Agreement shall not affect the expenses incurred by the Employee in any other calendar year that are eligible for reimbursement hereunder and the Employee’s right to receive any reimbursement hereunder shall not be subject to liquidation or exchange for any other benefit. (b) Any payment following a Separation from Service that would be subject to Section 409A(a)(2)(A)(i) of such payment or benefit is not exempt or does not so comply, Executive or the Company Code as a distribution following a Separation from Service of a “specified employee” (as defined under Section 409A(a)(2)(B)(i) of the Code) shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and be made on the Company) or first to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance occur of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To ten (10) days after the extent applicableexpiration of the six month period following such Separation from Service, each and every (ii) death, or (iii) such earlier date that complies with Section 409A. (c) Each payment to be made pursuant to that the Employee may receive under this Agreement shall be treated as a “separate payment and not as one of a series of payments treated as a single payment payment” for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s deathCode. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To It is the extent applicable, it is intended parties’ intent that the payments and benefits provided hereunder under this Letter Agreement be exempt from from, or comply with with, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and this Letter Agreement will be interpreted accordingly. In this regard each payment under this Letter Agreement will be treated as a separate payment for purposes of Section 409A of the Code. If and to the extent that any payment or benefit is determined by the Company (1) to constitute “non-qualified deferred compensation” subject to Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of 2) such payment or benefit is must be delayed for six months following your separation from service in order to comply with Section 409A(a)(2)(B)(i) of the Code and not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith cause you to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize incur any additional tax, interest and/or penalties that may apply tax under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoingCode, then the Company will delay making any such payment or providing such benefit until the expiration of such six-month period (or, if earlier, your death or a “change in control event” as such term is defined in Section 1.409A-3(i)(5) of the Code). All reimbursements and in-kind benefits provided under this Letter Agreement will be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: requirement that (i) To the extent applicableamount of expenses eligible for reimbursement, each and every payment or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be made pursuant to this Agreement shall provided, in any other calendar year (except that a plan providing health benefits may impose a generally applicable limit on the amount that may be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iiireimbursed or paid). ; (ii) If Executive becomes entitled the right to receive any payment that constitutes deferred compensation reimbursement or in-kind benefits is not subject to Section 409A upon a termination of employment, liquidation or exchange for another benefit; and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A any reimbursement of an expense must be made on or before the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business last day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the calendar year in which the expense is was incurred. To indicate agreement with the foregoing, please sign and return this Letter Agreement to me. On behalf of the Company and the Employer: By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President, General Counsel & Secretary Accepted and Agreed: /s/ R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Date: June 10, 2018 I, R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, hereby resign as Chairman and a member of the Board of Directors of Adient plc and as a member of the Board of Directors of any of Adient plc’s subsidiaries, affiliates, joint ventures and other related entities, effective June 11, 2018. Accepted and Agreed: Name: R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Date: June 10, 2018 Award Grant Date Stock Plan Granted Under (Adient or JCI) Account Status as of June 10, 2018 Estimated Units That Will Vest3 (based on continued employment through Sept. 30, 2018 and Retirement Treatment) Qualifies for Retirement Treatment? Treatment Upon Retirement Date Units Awarded1 Units Previously Vested Unvested Units RSUs 2016-11-07 Adient 96,908.4555 31,703.0 65,205.4555 51,635 Yes—age 55 + 10 years Vest pro-rata immediately; unvested portion forfeited RSUs 2015-10-07 JCI 9,878.1099 0.0 9,878.1099 9,815 Yes—age 55 + 10 years Vest pro-rata and settle on normal schedule; unvested portion forfeited PSUs2 2017-10-02 Adient 74,391.2491 0.0 74,391.2491 0 No—not age 60 Forfeit all reimbursements PSUs2 2016-11-07 Adient 97,320.0175 0.0 97,320.0175 64,791 Yes—age 55 + 10 years Pro-rate and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv)continue to vest based on actual performance; unvested portion forfeited 1 Includes reinvested dividends to date. (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. (a) It is the intent of the parties to this Agreement that no payments under this Agreement be subject to the additional tax on deferred compensation imposed by Section 409A of the Code. To the extent applicablethat the parties determine that Executive would be subject to the additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A of the Code as a result of any provision of this Agreement, it then the applicable provisions of Code Section 409A shall supersede such provision herein and such provision shall be deemed amended in the manner that, in the parties’ judgment, fulfills the intent of the parties and avoids application of such additional tax, and the parties hereby agree to promptly execute any amendment reasonably necessary to implement this Section 23. Notwithstanding the foregoing, the Employer does not guarantee that any payment hereunder complies with or is intended that exempt from Section 409A of the Code, and neither the Employer, nor its executives, directors, officers, or affiliates shall have any liability with respect to any failure of any payments and or benefits provided hereunder herein to comply with or be exempt from Section 409A of the Code. (b) Except as otherwise specifically provided, amounts payable under this Agreement, other than those expressly payable on a deferred or comply with installment basis, will be paid as promptly as practicable after earned or vested and, in any event, within two and one-half (2½) months after the end of the first calendar year in which such amounts are no longer subject to a substantial risk of forfeiture, as such term is defined in Section 409A of the Code. (c) Each payment made under this Agreement will be treated as a separate payment for purposes of Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This right to a series of installment payments under this Agreement shall is to be administered in treated as a manner consistent with this intent and if Executive or the Company believes, at any time, that any right to a series of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement:separate payments. (id) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to required by Section 409A upon a of the Code, “termination of employment, and such termination of employment does not constitute a ” (or any similar terms) shall mean “separation from service” (as defined in Treasury Regulations Section 409A, payment of such amount shall be deferred, without interest, 1.409A-1(h) and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iiidefault presumptions thereof)) below, or the date of Executive’s death. (e) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, payments shall be deferred, without interest, and paid made on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than before the last day of the Employee’s taxable year following the taxable year in which the expense is was incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vif) The Company shall not In no event will Employee be obligated permitted to guarantee any particular tax result for Executive elect the year of payment with respect to any payment or benefit provided to Executive compensation payable hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To Purchase Rights granted under the extent applicable, it is 423 Component are intended that payments and benefits provided hereunder to be exempt from the application of Section 409A of the Code under U.S. Treasury Regulation Section 1.409A-1(b)(5)(ii). Purchase Rights granted under the Non-423 Component to U.S. taxpayers are intended to be exempt from the application of Section 409A of the Code under the short-term deferral exception and any ambiguities will be construed and interpreted in accordance with such intent. Subject to Section 13(b) below, Purchase Rights granted to U.S. taxpayers under the Non-423 Component will be subject to such terms and conditions that will permit such Purchase Rights to satisfy the requirements of the short-term deferral exception available under Section 409A of the Code, including the requirement that the shares subject to a Purchase Right be delivered within the short-term deferral period. Subject to Section 13(b) below, in the case of a Participant who would otherwise be subject to Section 409A of the Code, to the extent the Board determines that a Purchase Right or the exercise, payment, settlement, or deferral thereof is subject to Section 409A of the Code, the Purchase Right will be granted, exercised, paid, settled, or deferred in a manner that will comply with Section 409A of the Code Code, including U.S. Department of Treasury regulations and the other interpretive guidance promulgated thereunder (collectivelyissued thereunder, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive including, without limitation, any such regulations or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties guidance that may apply under Section 409A if exemption or compliance is not practicablebe issued after the adoption of the Plan. In furtherance of Notwithstanding the foregoing, the following provisions shall apply notwithstanding anything Company will have no liability to the contrary in this Agreement: (i) To the extent applicable, each and every payment a Participant or any other party if a Purchase Right that is intended to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to exempt from or compliant with Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as Code is not so defined (subject to subsection (f)(iii)) below, exempt or compliant or for any action taken by the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined Board with respect thereto and in Section 409A on no event will the date he incurs a separation from serviceCompany, any amount that becomes payable by reason Related Corporation or any Affiliate be liable for all or any portion of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes penalties, interest or penalties imposed other expenses that may be incurred by a Participant on Executive in connection account of non-compliance with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesof the Code.

Section 409A of the Code. To the extent applicable, it (a) This Agreement is intended that payments and benefits provided hereunder to comply with, or be exempt from or comply with from, Section 409A of the Internal Revenue Code (the “Code”) and will be interpreted accordingly. Notwithstanding anything in this Agreement to the guidance promulgated thereunder (collectivelycontrary, any references under this Agreement to the termination of Executive’s appointment as an officer of, or provision of services to, ▇▇▇▇▇▇▇ Energy, or “Section 409A”). This Agreement Termination Date” shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith deemed to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything refer to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If date upon which Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute has experienced a “separation from service” as defined within the meaning of Section 409A of the Code. It is the intent of the Parties that all compensation and benefits payable or provided to Executive (whether under this Agreement or otherwise) shall fully comply with the requirements of Section 409A of the Code. Accordingly, ▇▇▇▇▇▇▇ Energy 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 any provision in this Agreement or elsewhere to the contrary, if upon a termination of employment Executive is deemed to be a “specified employee” within the meaning of Section 409A using the identification methodology selected by ▇▇▇▇▇▇▇ Energy from time to time, or if none, the default methodology under Section 409A, payment any payments or benefits due upon a termination of such amount Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A shall be deferred, without interest, 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 Executive incurs a separation from servicewhich is six (6) months and one (1) day after Executive’s termination of employment for any reason other than death (the “Delayed Payment Date”), as so defined and (subject to subsection (f)(iii)ii) below, or 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 (iii) If Executive is a “specified employee”, as defined in 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, ▇▇▇▇▇▇▇ Energy will pay to Executive a lump sum equal to all amounts that would have been paid during the period of the 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 any in-kind benefits from ▇▇▇▇▇▇▇ Energy 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 ▇▇▇▇▇▇▇ Energy (or its affiliates) for the fair market value of such benefits (as determined by ▇▇▇▇▇▇▇ Energy in good faith) during such period. Any amounts paid by ▇▇▇▇▇▇▇ Energy pursuant to the preceding sentence shall be reimbursed to Executive (with interest thereon) as described above on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection is six (f)(ii6) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month months following the month that includes Executive’s separation from service, or the date of Executive’s death. (ivc) If Each payment made under this Agreement shall be designated as a “separate payment” within the sixty (60) day period described in meaning of Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution 409A of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signedCode. (vd) Any reimbursement In the event that either Executive or ▇▇▇▇▇▇▇ Energy’s senior management becomes aware that any provision of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day this Agreement violates Section 409A of the year following Code, the year Parties will meet and confer regarding such issues and will engage in which good faith discussions regarding whether and how the expense is incurred, and all reimbursements and in-kind benefits shall Agreement can be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated modified so as to guarantee any particular tax result for minimize the likelihood of a Section 409A violation while providing Executive with respect financial terms substantially commensurate to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive those set forth in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesthis Agreement.

Section 409A of the Code. To Notwithstanding anything to the extent applicablecontrary contained in this Agreement, it is intended that the payments and benefits provided hereunder under this Agreement are intended to comply with or be exempt from or comply with Section 409A of the Code Code, and the guidance promulgated thereunder (collectively, “Section 409A”). This provisions of this Agreement shall be administered in a manner consistent interpreted or construed with that intent. The Company may modify the payments and benefits under this intent and if Executive or Agreement at any time solely as necessary to avoid adverse tax consequences under Section 409A; provided, however, that this Section 13 shall not create any obligation on the part of the Company believesto make such modifications or take any other action. For the avoidance of doubt, at lump sum payment (or any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company portion thereof) shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to only be made pursuant to Section 2.1 of this Agreement shall be treated as a separate to the extent such payment and not as one is permitted or exempt under Section 409A of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii)the Code. (ii) If Executive becomes entitled to receive any payment 1.1 It is intended that constitutes deferred compensation subject to Section 409A upon a the terms “termination” and “termination of employment, and such termination of employment does not ” as used herein shall constitute a “separation from service” as defined within the meaning of Section 409A. 1.2 Anything in Section 409Athis Agreement to the contrary notwithstanding, each payment of such amount compensation made to Employee shall be deferred, without interest, treated as a separate and paid on distinct payment from all other such payments for purposes of Section 409A. 1.3 The actual date of payment pursuant to this Agreement shall be within the earlier sole discretion of the date Executive incurs a separation from service, as so defined (subject Company. In no event may Employee be permitted to subsection (f)(iii)) below, or control the date of Executive’s deathyear in which payment occurs. (iii) If Executive 1.4 Anything in this Agreement to the contrary notwithstanding, if Employee is a “specified employee”, as defined in ” (within the meaning of Treasury Regulation Section 409A 1.409A-1(i)) on the date he incurs a separation from serviceof Employee’s termination of employment, then any amount payment or benefit which would be considered “nonqualified deferred compensation” within the meaning of Section 409A that becomes Employee is entitled to receive upon Employee’s termination of employment and which otherwise would be payable by reason during the six-month period immediately following Employee’s termination of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall employment will instead be deferred, without interest, and paid or made available on the earlier of the first business day of the seventh month following the month that includes ExecutiveEmployee’s separation from servicetermination of employment (or, or if earlier, the date of ExecutiveEmployee’s death). (iv) 1.5 If the sixty (60) day period described in Section 9 ends in during which Employee has to execute or revoke the Release straddles two calendar year following the year that includes the Termination Date, no amount that is subject to Section 409Ayears, the payment of which is dependent upon the execution of the Release, payments under Section 2 shall be paid until or commence being paid, as applicable, as soon as practicable in the first business day second of the two calendar year following the year that includes the Termination Dateyears, regardless of when within which calendar year Employee actually delivered the executed Release to the Company, subject to the Release is signedfirst becoming effective. (v) Any 1.6 With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any expense payable taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to Executive that constitutes be provided, in any other taxable income year; and (iii) such payments shall be paid not later than made on or before the last day of the Employee’s taxable year following the taxable year in which the expense is incurredoccurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive such earlier date as required hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.. [signature page follows]

Section 409A of the Code. (a) It is the intent of the parties to this Agreement that no payments under this Agreement be subject to the additional tax on deferred compensation imposed by Section 409A of the Code. To the extent applicablethat the parties determine that Executive would be subject to the additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A of the Code as a result of any provision of this Agreement, it then the applicable provisions of Code Section 409A shall supersede such provision herein and such provision shall be deemed amended in the manner that, in the parties' judgment, fulfills the intent of the parties and avoids application of such additional tax, and the parties hereby agree to promptly execute any amendment reasonably necessary to implement this Section 23. Notwithstanding the foregoing, the Employer does not guarantee that any payment hereunder complies with or is intended that exempt from Section 409A of the Code, and neither the Employer, nor its executives, directors, officers, or affiliates shall have any liability with respect to any failure of any payments and or benefits provided hereunder herein to comply with or be exempt from Section 409A of the Code. (b) Except as otherwise specifically provided, amounts payable under this Agreement, other than those expressly payable on a deferred or comply with installment basis, will be paid as promptly as practicable after earned or vested and, in any event, within two and one-half (2½) months after the end of the first calendar year in which such amounts are no longer subject to a substantial risk of forfeiture, as such term is defined in Section 409A of the Code. (c) Each payment made under this Agreement will be treated as a separate payment for purposes of Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This right to a series of installment payments under this Agreement shall is to be administered in treated as a manner consistent with this intent and if Executive or the Company believes, at any time, that any right to a series of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement:separate payments. (id) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to required by Section 409A upon a of the Code, “termination of employment, and such termination of employment does not constitute a ” (or any similar terms) shall mean “separation from service” (as defined in Treasury Regulations Section 409A, payment of such amount shall be deferred, without interest, 1.409A-1(h) and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iiidefault presumptions thereof)) below, or the date of Executive’s death. (e) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, payments shall be deferred, without interest, and paid made on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than before the last day of the Employee's taxable year following the taxable year in which the expense is was incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vif) The Company shall not In no event will Employee be obligated permitted to guarantee any particular tax result for Executive elect the year of payment with respect to any payment or benefit provided to Executive compensation payable hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes. ▇▇.

Section 409A of the Code. To the extent applicable, it It is intended that payments the provisions of this Agreement comply with Section 409A of the Code, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with Section 409A of the Code. In particular, if necessary to avoid imposition of penalties and additional taxes under Section 409A of the Code (the “Section 409A Tax”), notwithstanding the timing of payment provided in any other Section of this Agreement, the timing of any amounts payable pursuant to this Agreement shall be subject to a six-month delay in a manner consistent with Section 409A(a)(2)(B)(i) of the Code. In the case of a series of payments, the first payment shall include the amounts the Executive would have been entitled to receive during the six-month waiting period. From and after the Effective Date and for the remainder of the Term, (a) the Company shall administer and operate this Agreement and any “nonqualified deferred compensation plan” (as defined in Section 409A of the Code) (and any other arrangement that could reasonably be expected to constitute such a plan) in which the Executive participates and the Executive’s rights and benefits provided hereunder be exempt and thereunder in compliance with Section 409A of the Code and any rules, regulations or other guidance promulgated thereunder as in effect from time to time, (b) in the event that the Company determines that any provision of this Agreement or any such plan or arrangement does not comply with Section 409A of the Code or any such rules, regulations or guidance and that the guidance promulgated thereunder (collectivelyExecutive may become subject to a Section 409A Tax, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise amend or modify such provision to avoid the other party and will negotiate reasonably and in good faith to amend the terms application of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of Tax, and (c) in the event that, notwithstanding the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to a Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive 409A Tax with respect to any payment or benefit provided to such provision, the Company shall indemnify and hold the Executive hereunder, harmless against all taxes (and Executive shall be responsible for any taxes, additional taxes interest or penalties imposed on Executive in connection with any such payment or benefit with respect to such taxes) imposed as a result of the Company’s failure to comply with clause (a) of this Section 409A or 7. The provisions of Sections 10(c), (d) and (e) shall apply mutatis mutandis to any other obligation claim by the IRS that, if successful, would give rise to pay taxesindemnification by the Company under this Section 7.

Section 409A of the Code. To the extent applicable, it is intended that payments and benefits provided hereunder be exempt from or comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or and penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” (as defined in Section 409A), payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iiiSection 15(h)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, ” (as defined in Section 409A 409A) on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) aboveSection 15(h)(ii), shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 14 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, 409A the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it is intended that payments and benefits provided hereunder be exempt from or comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment interpreted in accordance with Section 409A of the Code and not as one of a series of payments treated as a single payment for purposes Department of Treasury Regulation §1.409A-2(b)(2)(iiiregulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code and related Department of Treasury guidance, the Company shall work in good faith with the Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A of the Code, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code, and/or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 10(d) shall 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 shall the Company have any liability for failing to do so. (ii) If Executive becomes entitled Any right to receive a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment that constitutes or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation compensation” subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from serviceCode and Section 4(d) hereof to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), as so defined (subject to subsection (f)(iii)Section 1.409A-1(b)(9) below, or any other applicable exception or provision of Section 409A of the date of Executive’s deathCode. (iii) If To the extent that any payments or reimbursements provided to the Executive is a “specified employee”under this Agreement, as defined in Section 409A on the date he incurs a separation from serviceincluding, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject without limitation, pursuant to Section 409A3(b)(vi) hereof, including any amount deferred pursuant are deemed to subsection (f)(iiconstitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) abovewould apply, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, such amounts shall be paid until the first business day of the calendar year following the year that includes the Termination Dateor reimbursed reasonably promptly, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid but not later than the last day December 31 of the year following the year in which the expense is was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company the Executive’s right to such payments or reimbursement of any such expenses shall not be obligated subject to guarantee any particular tax result for Executive with respect to any payment liquidation or benefit provided to Executive hereunder, and Executive shall be responsible exchange for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesbenefit.

Section 409A of the Code. To the extent applicable, it This Agreement is intended that payments and benefits provided hereunder be exempt from or to comply with the requirements of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (collectively, “Section 409A”). This To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A or to the extent any provision in this Agreement must be modified to comply with Section 409A (including, without limitation, Treasury Regulation 1.409A-3(c)), such provision shall be read, or shall be modified (with the mutual consent of the parties, which consent shall not be unreasonably withheld), as the case may be, in such a manner so that all payments due under this Agreement shall comply with Section 409A. In no event may Executive, directly or indirectly, designate the calendar year of payment. To the extent Executive would otherwise be administered in a manner consistent with this intent and if Executive or the Company believes, at entitled to any time, that any of such payment or benefit is not exempt under this Employment Agreement or does not so comply, Executive any plan or arrangement of the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional taxits affiliates, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes “deferred compensation compensation” subject to Section 409A and that if paid during the six (6) months beginning on the date of termination of Executive’s employment would be subject to the Section 409A additional tax because Executive is a “specified employee” (within the meaning of Section 409A and as determined by the Company), the payment will be paid to Executive on the earlier of the first day of the seventh month following Executive’s date of termination, a change in ownership or effective control of the Company (within the meaning of Section 409A) or Executive’s death. In addition, any payment or benefit due upon a termination of employment, and such termination Executive’s employment that represents a “deferral of employment does not constitute compensation” within the meaning of Section 409A shall be paid or provided to Executive only upon a “separation from service” as defined in Treas. Reg. Section 409A1.409A-1(h). To the extent applicable, each payment of such amount made under this Employment Agreement shall be deferreddeemed to be a separate payment, without interestamounts payable under Section 7 of this Employment Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treas. Reg. Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treas. Reg. Section 1.409A-1 through 1.409A-6. Notwithstanding anything to the contrary in this Employment Agreement or elsewhere, and any payment or benefit under this Employment Agreement or otherwise that is exempt from Section 409A pursuant to Treas. Reg. Section 1.409A-1(b)(9)(v)(A) or (C) shall be paid on or provided to Executive only to the earlier extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of Executive’s second taxable year following Executive’s taxable year in which the date Executive incurs a “separation from service, as so defined (subject to subsection (f)(iii)) below, or ” occurs; and provided further that such expenses shall be reimbursed no later than the date last day of Executive’s death. (iii) If Executive is a third taxable year following the taxable year in which Executive’s “specified employee”, as defined in Section 409A on the date he incurs a separation from service, ” occurs. To the extent any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, expense reimbursement or the date provision of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that any in-kind benefit under this Employment Agreement is determined to be subject to Section 409A, the payment amount of which is dependent upon any such expenses eligible for reimbursement, or the execution provision of any in-kind benefit, in one calendar year shall not affect the Releaseexpenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), in no event shall any expenses be paid until reimbursed after the first business last day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the calendar year in which the expense is incurredExecutive incurred such expenses, and all reimbursements and in no event shall any right to reimbursement or the provision of any in-kind benefits shall benefit be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv)subject to liquidation or exchange for another benefit. (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To The Performance Restricted Stock Unit Award and payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Company, to the extent applicableit deems necessary or advisable in its sole discretion, it is intended reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that payments and benefits provided hereunder the Awards granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Awards shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Awards. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code and the guidance promulgated thereunder (collectively, “Section 409A”, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i). This Agreement shall ) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be administered made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a manner consistent with this intent lump sum on the date that is six months and if Executive or one day after the Company believesdate of the separation from service, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance balance of the foregoing, shares issued thereafter in accordance with the following provisions shall apply notwithstanding anything to the contrary original vesting and issuance schedule set forth in this Agreement: (i) To , but if and only if such delay in the extent applicable, each and every payment issuance of the shares is necessary to be made pursuant to this Agreement shall be treated as avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment and not as one of a series of payments treated as a single payment payment” for purposes of Treasury Regulation §1.409A-2(b)(2)(iiiSection 1.409A-2(b)(2). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it is intended that payments and benefits provided for hereunder be exempt from or comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive Employee or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive Employee or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive Employee and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive Employee becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive Employee incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of ExecutiveEmployee’s death. (iii) If Executive Employee is a “specified employee”, as defined in Section 409A on the date he she incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes ExecutiveEmployee’s separation from service, or the date of ExecutiveEmployee’s death. (iv) If the sixty (60) day period described in Section 9 7 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive Employee that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive Employee with respect to any payment or benefit provided to Executive Employee hereunder, and Executive Employee shall be responsible for any taxes, additional taxes or penalties imposed on Executive Employee in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it is intended that payments and benefits provided hereunder be exempt from or comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment interpreted in accordance with Section 409A of the Code and not as one of a series of payments treated as a single payment for purposes Department of Treasury Regulation §1.409A-2(b)(2)(iiiregulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code and related Department of Treasury guidance, the Company shall work in good faith with the Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A of the Code, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code, and/or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 10(d) shall 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 shall the Company have any liability for failing to do so. (ii) If Executive becomes entitled Any right to receive a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment that constitutes or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation compensation” subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from serviceCode and Section 4(d) hereof to the extent provided in the exceptions in Treasury Regulation Section 1. 409A-1(b)(4), as so defined (subject to subsection (f)(iii)Section 1.409A-1(b)(9) below, or any other applicable exception or provision of Section 409A of the date of Executive’s deathCode. (iii) If To the extent that any payments or reimbursements provided to the Executive is a “specified employee”under this Agreement, as defined in Section 409A on the date he incurs a separation from serviceincluding, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject without limitation, pursuant to Section 409A2(b)(vii) hereof, including any amount deferred pursuant are deemed to subsection (f)(iiconstitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) abovewould apply, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, such amounts shall be paid until the first business day of the calendar year following the year that includes the Termination Dateor reimbursed reasonably promptly, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid but not later than the last day December 31 of the year following the year in which the expense is was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company the Executive’s right to such payments or reimbursement of any such expenses shall not be obligated subject to guarantee any particular tax result for Executive with respect to any payment liquidation or benefit provided to Executive hereunder, and Executive shall be responsible exchange for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesbenefit.

Section 409A of the Code. To the extent applicable, it is This Agreement and all payments made hereunder are intended that payments and benefits provided hereunder to be exempt from or compliant with Section 409A of the Code and be “Permissible under Section 409A” as defined in the Plan. Specifically, payments of this RSU Award are intended to meet the short-term deferral exception described in 26 C.F.R. 1.409A-1(b)(4) or to comply with Section 409A of the Code by reason of being paid upon your separation from service pursuant to 26 C.F.R. Section 1.409A-3(a)(1) or pursuant to change in control event pursuant to 26 C.F.R. Section 1.409A-3(a)(5), and the guidance promulgated thereunder (collectivelyprovisions of this Agreement will be administered, “Section 409A”)interpreted and construed accordingly. This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of Notwithstanding the foregoing, the following Company does not guarantee the tax treatment of any payment hereunder and shall have no liability to you or any other person if any provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to of this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled are determined to receive any payment that constitutes constitute deferred compensation subject to Section 409A of the Code and do not satisfy an exemption from, or comply with, Section 409A of the Code. By accepting this Award, you acknowledge and agree that (a) you are not relying upon a termination any written or oral statement or oral statement or representation of employmentthe Company, its Affiliates, or any of their respective employees, directors, officers, attorneys or agents (collectively, the “Company Parties”) regarding the tax effects associated with execution of this Agreement and the payment made pursuant to the Plan, and such termination (b) in deciding to enter into this Agreement, you are relying on your own judgment and the judgment of employment does not constitute the professionals of your choice with whom you have consulted. By accepting this Award, you thereby release, acquit and forever discharge the Company Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax effects associated with the Award and this Agreement. For all purposes of this Agreement, you shall be considered to have ceased to be a member of the Board when you incur a “separation from service” as defined in with the Company within the meaning of Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier 409A(a)(2)(A)(i) of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Code and 26 C.F.R. Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv1.409A-1(h). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it It is intended that payments and benefits provided hereunder be exempt from or the provisions of this Release comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance regulations promulgated thereunder (collectively, “Section 409A”). This Agreement , and all provisions of this Release shall be administered construed and interpreted in a manner consistent with this intent and if Executive the requirements for avoiding taxes or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement:409A. (ia) To the extent applicableFor purposes of Section 409A, each and every payment hereunder will be deemed to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of permitted under Treasury Regulation §Section 1.409A-2(b)(2)(iii). (iib) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Except as specifically permitted by Section 409A upon a termination of employmentor as otherwise specifically set forth in this Release, the benefits and reimbursements provided to Employee under this Release during any calendar year shall not affect the benefits and reimbursements to be provided to Employee in any other calendar year, and the right to such termination of employment does benefits and reimbursements cannot constitute a “separation from service” as defined in Section 409A, payment of such amount be liquidated or exchanged for any other benefit and shall be deferredprovided in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto. Further, without interest, and paid on the earlier of reimbursement payments shall be made to Employee as soon as practicable following the date Executive incurs a separation from servicethat the applicable expense is incurred, as so defined (subject to subsection (f)(iii)) below, or but in no event later than the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business last day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the calendar year in which the underlying expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vic) The If, at the time of Employee’s separation from service (within the meaning of Section 409A), (i) Employee shall be a “specified employee” (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable under this Release or any other plan, policy, arrangement or agreement of or with the Company constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not be obligated 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 the first day of the seventh month following such separation from service or Employee’s death. (d) In the event that either Employee or the Company determine that any provision of this Release does not comply with Section 409A, Employee and the Company shall work together in good faith to guarantee amend this Release or make any particular tax result for Executive necessary corrections in order to comply with respect to Section 409A. In any payment or benefit provided to Executive hereundercase, and Executive Employee shall be solely responsible and liable for any taxes, additional the satisfaction of all taxes or and penalties that may be imposed on Executive Employee or for Employee’s account in connection with this Release (including any taxes and penalties under Section 409A), and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold Employee harmless from any or all of such payment taxes or benefit with respect to penalties. The Company makes no representations concerning the tax consequences of this Release under Section 409A or any other obligation to pay taxesFederal, state or local tax law.

Section 409A of the Code. To the extent applicable, it (a) It is intended that the payments and benefits provided hereunder under this Agreement be exempt from from, or comply with with, Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, collectively “Code Section 409A”). This , and all provisions of this Agreement shall be administered construed in a manner consistent with the requirements under Code Section 409A. The Company shall have no liability to the Executive with regard to any failure to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this intent Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “Separation from Service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “discharge,” “resignation,” “termination,” “termination of employment” or like terms shall mean Separation from Service. (c) 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(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, or if Executive none, the default methodology, then with regard to any payment or the Company believesproviding of any benefit made subject to this Section 10.8, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or to the Company shall promptly advise the other party and will negotiate reasonably and extent required to be delayed in good faith to amend the terms of such arrangement such that it is exempt or complies (compliance with the most limited possible economic effect on Executive and on the CompanySection 409A(a)(2)(B) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoingCode, and any other payment, the following provisions provision of any other benefit or any other distribution of equity that is required to be delayed in compliance with Section 409A(a)(2)(B) of the Code, such payment, benefit or distribution shall apply notwithstanding anything not be made or provided prior to the contrary in this Agreement: earlier of (i) To the extent applicableexpiration of the six-month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death (the “Delay Period”). Promptly following the expiration of such six-month period, all compensation suspended pursuant to the foregoing sentence (whether it would have otherwise been payable in a single sum or in installments in the absence of such suspension) shall be paid or reimbursed to Executive in a lump sum. ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ October 14, 2008 Page 6 (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided, that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect, and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each and every payment to be made pursuant to this Agreement installment shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii)payment. (iif) If Executive becomes entitled Whenever a payment under this Agreement specifies a payment period with reference to receive any a number of days (e.g., “payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or made within 30 days following the date of Executive’s deathtermination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (iii) If Executive is a “specified employee”13. The parties hereby agree that nothing herein shall constitute Good Reason, as defined in Section 409A the Agreement, and the Executive hereby acknowledges receipt of all amounts due and payable to him or on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred his behalf pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier terms of the first business day of the seventh month following the month that includes Executive’s separation from serviceAgreement through October 14, or the date of Executive’s death2008. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it (a) It is intended that payments and benefits provided hereunder be exempt from or the provisions of this Agreement comply with Section 409A 409A, and all provisions of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This this Agreement shall be administered construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither the Executive nor any of the Executive’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this intent Agreement or under any other plan, policy, arrangement or agreement of or with the Company or any of its Affiliates (this Agreement and if such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to the Executive or for the Executive’s benefit under any Company Plan may not be reduced by, or offset against, any amount owing by the Executive to the Company believes, at any time, that or any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii)its Affiliates. (iic) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employmentIf, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on at the earlier time of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or service (within the date meaning of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A), (i) the Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is dependent upon required to be delayed pursuant to the execution of six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the ReleaseCompany (or its Affiliate, as applicable) shall be paid until not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest, on the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signedafter such six-month period. (vd) Any reimbursement Notwithstanding any provision of this Agreement or any expense payable Company Plan to Executive that constitutes taxable income shall be paid not later than the last day contrary, in light of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to any payment Company Plan as the Company deems necessary or benefit desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, except as provided to Executive hereunderin Section 5, and the Executive shall be solely responsible and liable for any taxes, additional the satisfaction of all taxes or and penalties that may be imposed on the Executive or for the Executive’s account in connection with any such payment or benefit with respect to Company Plan (including any taxes and penalties under Section 409A or 409A), and neither the Company nor any other of its Affiliates shall have any obligation to pay taxesindemnify or otherwise hold the Executive harmless from any or all of such taxes or penalties.”

Section 409A of the Code. To the extent applicable, it is intended that payments and benefits provided hereunder be exempt from or comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or 15 4854-0875-0341 v.10 the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s death. (iii) If Executive is a “specified employee”, as defined in Section 409A on the date he Executive incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, shall be paid until the first business day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxes.

Section 409A of the Code. To the extent applicable, it is intended that (i) With respect to any payments and or benefits provided hereunder be exempt from or comply with of deferred compensation subject to Section 409A of the Code Code, reference to the Executive’s “termination of employment” (and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent corollary terms) with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise be construed to refer to the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies Executive’s “separation from service” (with the most limited possible economic effect on Executive and on as determined under Treasury Regulation Section 1.409A-1(h), as uniformly applied by the Company) or to minimize with the Company. Notwithstanding any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything provision to the contrary in this Agreement: (i) To , if the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one Executive is deemed on the date of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a his “separation from service” as defined in (within the meaning of Treasury Regulation Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from service, as so defined (subject to subsection (f)(iii1.409A-1(h)) below, or the date of Executive’s death. (iii) If Executive is to be a “specified employee”” (within the meaning of Treas. Reg. Section 1.409A-1(i), as defined in then with regard to any payment that is required to be delayed pursuant to Section 409A 409A(a)(2)(B) of the Code, such payment shall be made on the first to occur of (i) the expiration of the six (6) month period measured from the date he incurs a of his “separation from service” and (ii) the date of his death (the “Delay Period”). Upon the expiration of the Delay Period, any amount that becomes all payments and benefits delayed pursuant to this Section 16(k) (whether they would have otherwise been payable by reason in a single sum or in installments in the absence of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(iidelay) above, shall be deferred, without interest, and paid or reimbursed to the Executive in a lump sum with interest at the prime rate as published in The Wall Street Journal on the earlier of the first business day of the seventh month following Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the month that includes Executive’s separation from service, or the date of Executive’s deathnormal payment dates specified for them herein. (ivii) If To the sixty extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the Executive participates during the term of the Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (60i) day period described the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount eligible for reimbursement or payment under such plan or arrangement in Section 9 ends in the one calendar year following may not affect the amount eligible for reimbursement or payment in any other calendar year (except that includes a plan providing medical or health benefits may impose a generally applicable limit on the Termination Date, no amount that is may be reimbursed or paid), and (iii) subject to Section 409Aany shorter time periods provided in any expense reimbursement policy of the Company, the any reimbursement or payment of which is dependent upon an expense under such plan or arrangement must be made on or before the execution of the Release, shall be paid until the first business last day of the calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid not later than the last day of the year following the calendar year in which the expense is was incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (viiii) The Company shall not be obligated Whenever a provision under this Agreement specifies a payment period with reference to guarantee any particular tax result for Executive with respect to any a number of days, the actual date of payment or benefit provided to Executive hereunder, and Executive within the specified period shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxeswithin the sole discretion of the Company.

Section 409A of the Code. To the extent applicable, it is intended that payments and benefits provided hereunder be exempt from or comply with Section 409A of the Code and the guidance promulgated thereunder (collectively, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, each and every payment to be made pursuant to this Agreement shall be treated as a separate payment interpreted in accordance with Section 409A of the Code and not as one of a series of payments treated as a single payment for purposes Department of Treasury Regulation §1.409A-2(b)(2)(iiiregulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code and related Department of Treasury guidance, the Company shall work in good faith with the Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A of the Code, including without limitation, actions intended to (A) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code, and/or (B) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 10(d) shall 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 shall the Company have any liability for failing to do so. (ii) If Executive becomes entitled Any right to receive a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment that constitutes or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation compensation” subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the earlier of the date Executive incurs a separation from serviceCode and Section 4(d) hereof to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), as so defined (subject to subsection (f)(iii)Section 1.409A-1(b)(9) below, or any other applicable exception or provision of Section 409A of the date of Executive’s deathCode. (iii) If To the extent that any payments or reimbursements provided to the Executive is a “specified employee”under this Agreement, as defined in Section 409A on the date he incurs a separation from serviceincluding, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject without limitation, pursuant to Section 409A2(b)(ix) hereof, including any amount deferred pursuant are deemed to subsection (f)(iiconstitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) abovewould apply, shall be deferred, without interest, and paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of Executive’s death. (iv) If the sixty (60) day period described in Section 9 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A, the payment of which is dependent upon the execution of the Release, such amounts shall be paid until the first business day of the calendar year following the year that includes the Termination Dateor reimbursed reasonably promptly, regardless of when the Release is signed. (v) Any reimbursement of any expense payable to Executive that constitutes taxable income shall be paid but not later than the last day December 31 of the year following the year in which the expense is was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company the Executive’s right to such payments or reimbursement of any such expenses shall not be obligated subject to guarantee any particular tax result for Executive with respect to any payment liquidation or benefit provided to Executive hereunder, and Executive shall be responsible exchange for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any other obligation to pay taxesbenefit.