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

Section 409A of the Internal Revenue Code. This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered in compliance with Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” or intended to fit within the “separation pay exception” as defined in Section 409A of the Code shall not be treated as deferred compensation for purposes of Section 409A unless otherwise required by the Code. Notwithstanding anything in this Agreement to the contrary, if Company concludes that any of the payments described in Section 7 or Section 10 are subject to Section 409A of the Code, such payments will not be made prior to Executive’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h)(applying the default rules of Treasury Regulation Section 1.409A-1(h). In addition, if the payments described in Section 7 or Section 10 are subject to Section 409A of the Code, and if Executive is a “specified employee” as defined in Treasury Regulation Section 1.409A-1(i)(1) on the date of Executive termination of employment, then, to the extent required by Section 409A of the Code, the payments described in Section 7 or Section 10 shall be delayed and paid on the earlier of (i) first day of the seventh month following Executive’s separation from service or (ii) Executive’s death. Executive acknowledges that Company makes no representations or warranties regarding the tax treatment or tax consequences of any compensation, benefits or other payments under this Agreement, including by operation of Section 409A of the Code to the payments described in this Agreement. Neither the time nor schedule of any payment under this Agreement may be accelerated or subject to further deferral except as permitted by Section 409A of the Code and Executive does not have any right to make any election regarding the time or form of any payment due under this Agreement. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii).

Section 409A of the Internal Revenue Code. This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered in compliance with Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” or intended to fit within the “separation pay exception” as defined in Section 409A of the Code shall not be treated as deferred compensation for purposes of Section 409A unless otherwise required by the Code. Notwithstanding anything contained in this Agreement to the contrary, if Company concludes that any of to the payments described in Section 7 or Section 10 are subject maximum extent permitted by applicable law, amounts payable to the Executive pursuant to Section 409A of the Code, such payments will not 4 are intended to be made prior to in reliance upon Treas. Reg. § 1.409A-1(b)(4) (short-term deferral). No amounts payable under this Agreement upon the Executive’s termination of employment shall be payable unless the Executive’s termination of employment constitutes a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h)(applying within the default rules meaning of Treasury Regulation Section Treas. Reg. § 1.409A-1(h). In addition, if The Company and the payments described in Section 7 Executive intend that their exercise of authority or Section 10 are subject to discretion under this Agreement shall comply with Section 409A of the CodeInternal Revenue Code of 1986, as amended (“Section 409A”). If any provision of this Agreement does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A, the Company shall reform the provision. However, the Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and if Executive is the Company shall not be required to incur any additional compensation expense as a “specified employee” as defined in Treasury Regulation Section 1.409A-1(i)(1) result of the reformed provision. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the date Executive under Section 409A. Notwithstanding the foregoing, no particular tax result for Executive with respect to any income recognized by Executive in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive termination of employmentharmless from any or all such taxes, theninterest, to the extent required by Section 409A of the Codeor penalties, the payments described in Section 7 or Section 10 shall be delayed and paid on the earlier of (i) first day of the seventh month following Executive’s separation from service or (ii) Executive’s deathliability for any damages related thereto. The Executive acknowledges that Company makes no representations or warranties regarding the he has been advised to obtain independent legal, tax treatment or tax consequences of any compensation, benefits or other payments under this Agreement, including by operation of counsel in connection with Section 409A of the Code to the payments described in this Agreement. Neither the time nor schedule of any 409A. Each payment under this Agreement may is intended to be accelerated or subject to further deferral except as permitted by Section 409A a “separate payment” and not a series of the Code and Executive does not have any right to make any election regarding the time or form of any payment due under this Agreement. For payments for purposes of Section 409A 409A. Any payments or reimbursements of the Code, the right to a series of installment payments any expenses provided for under this Agreement shall be treated as a right made in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv). All references in this Agreement to a series Section 409A include rules, regulations, and guidance of separate payments general application issued by the Department of the Treasury under Treasury Regulation Section 1.409A-2(b)(2)(iii).409A.

Section 409A of the Internal Revenue Code. This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered in compliance with Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” or intended to fit within the “separation pay exception” as defined in Section 409A of the Code shall not be treated as deferred compensation for purposes of Section 409A unless otherwise required by the Code. Notwithstanding anything contained in this Agreement to the contrary, if Company concludes that any of to the payments described in Section 7 or Section 10 are subject maximum extent permitted by applicable law, amounts payable to the Executive pursuant to Section 409A of the Code, such payments will not 4 are intended to be made prior to in reliance upon Treas. Reg. § 1.409A-1(b)(4) (short-term deferral). No amounts payable under this Agreement upon the Executive’s termination of employment shall be payable unless the Executive’s termination of employment constitutes a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h)(applying within the default rules meaning of Treasury Regulation Section Treas. Reg. § 1.409A-1(h). In addition, if The Company and the payments described in Section 7 Executive intend that their exercise of authority or Section 10 are subject to discretion under this Agreement shall comply with Section 409A of the CodeInternal Revenue Code of 1986, as amended (“Section 409A”). If any provision of this Agreement does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A, the Company shall reform the provision. However, the Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and if Executive is the Company shall not be required to incur any additional compensation expense as a “specified employee” as defined in Treasury Regulation Section 1.409A-1(i)(1) result of the reformed provision. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the date Executive under Section 409A. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive termination of employmentharmless from any or all such taxes, theninterest, to the extent required by Section 409A of the Codeor penalties, the payments described in Section 7 or Section 10 shall be delayed and paid on the earlier of (i) first day of the seventh month following Executive’s separation from service or (ii) Executive’s deathliability for any damages related thereto. The Executive acknowledges that Company makes no representations or warranties regarding the he has been advised to obtain independent legal, tax treatment or tax consequences of any compensation, benefits or other payments under this Agreement, including by operation of counsel in connection with Section 409A of the Code to the payments described in this Agreement. Neither the time nor schedule of any 409A. Each payment under this Agreement may is intended to be accelerated or subject to further deferral except as permitted by Section 409A a “separate payment” and not a series of the Code and Executive does not have any right to make any election regarding the time or form of any payment due under this Agreement. For payments for purposes of Section 409A 409A. Any payments or reimbursements of the Code, the right to a series of installment payments any expenses provided for under this Agreement shall be treated as a right made in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv). All references in this Agreement to a series Section 409A include rules, regulations, and guidance of separate payments general application issued by the Department of the Treasury under Treasury Regulation Section 1.409A-2(b)(2)(iii).409A.

Section 409A of the Internal Revenue Code. This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered in compliance with Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” or intended to fit within the “separation pay exception” as defined in Section 409A of the Code shall not be treated as deferred compensation for purposes of Section 409A unless otherwise required by the Code. Notwithstanding anything contained in this Agreement to the contrary, if Company concludes that any of to the payments described in Section 7 or Section 10 are subject maximum extent permitted by applicable law, amounts payable to the Executive pursuant to Section 409A of the Code, such payments will not 13 are intended to be made prior to in reliance upon Treas. Reg. § 1.409A-1(b)(4) (short-term deferral). No amounts payable under this Agreement upon the Executive’s termination of employment shall be payable unless the Executive’s termination of employment constitutes a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h)(applying within the default rules meaning of Treasury Regulation Section Treas. Reg. § 1.409A-1(h). In additionFurthermore, if the payments described in Section 7 or Section 10 are subject to Section 409A of the Code, and if Executive is a “specified employee” Specified Employee (as defined in Treasury Regulation for purposes of Section 1.409A-1(i)(1) on 409A), with respect to any amount or benefit payable or due by reason of a separation from service that constitutes nonqualified deferred compensation within the meaning of Section 409A (after taking into account all applicable exemptions), such amounts or benefits shall not commence until after the end of the six continuous month period following the date of Executive termination the Executive’s separation from service, in which case, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of employment, then, such delay) shall be paid or reimbursed to the extent required by Section 409A of the Code, the payments described Executive in Section 7 or Section 10 shall be delayed and paid a lump-sum cash payment on the earlier of (i) first day of the seventh month following the date of the Executive’s separation from service service. The Company and the Executive intend that their exercise of authority or (ii) Executive’s deathdiscretion under this Agreement shall comply with Section 409A. If any provision of this Agreement does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive under Section 409A. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Agreement is guaranteed. Neither the Company not any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest, or penalties, or liability for any damages related thereto. The Executive acknowledges that Company makes no representations or warranties regarding the he has been advised to obtain independent legal, tax treatment or tax consequences of any compensation, benefits or other payments under this Agreement, including by operation of counsel in connection with Section 409A of the Code to the payments described in this Agreement. Neither the time nor schedule of any 409A. Each payment under this Agreement may is intended to be accelerated or subject to further deferral except as permitted by Section 409A a “separate payment” and not a series of the Code and Executive does not have any right to make any election regarding the time or form of any payment due under this Agreement. For payments for purposes of Section 409A 409A. Any payments or reimbursements of the Code, the right to a series of installment payments any expenses provided for under this Agreement shall be treated as made in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv). With respect to reimbursements or in-kind benefits provided under this Agreement: (a) the Company will not provide for cash in lieu of a right to reimbursement or in-kind benefits to which the Executive has a series right under this Agreement, (b) any reimbursement or provision of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii)in-kind benefits made during the Executive’s lifetime (or such shorter period prescribed by a specific provision of this Agreement) shall be made not later than December 31st of the year following the year in which the Executive incurs the expense, and (c) in no event will the amount of expenses so reimbursed, or in-kind benefits provided, by the Company in one year affect the amount of expenses eligible for reimbursement or in-kind benefits to be provided, in any other taxable year.

Section 409A of the Internal Revenue Code. This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered in compliance with Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” or intended to fit within the “separation pay exception” as defined in Section 409A of the Code shall not be treated as deferred compensation for purposes of Section 409A unless otherwise required by the Code. Notwithstanding anything contained in this Agreement to the contrary, if Company concludes that any of to the payments described in Section 7 or Section 10 are subject maximum extent permitted by applicable law, amounts payable to the Executive pursuant to Section 409A of the Code, such payments will not 4 are intended to be made prior to in reliance upon Treas. Reg. § 1.409A-1(b)(4) (short-term deferral). No amounts payable under this Agreement upon the Executive’s termination of employment shall be payable unless the Executive’s termination of employment constitutes a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h)(applying within the default rules meaning of Treasury Regulation Section Treas. Reg. § 1.409A-1(h). In addition, if The Company and the payments described in Section 7 Executive intend that their exercise of authority or Section 10 are subject to discretion under this Agreement shall comply with Section 409A of the CodeInternal Revenue Code of 1986, as amended (“Section 409A”). If any provision of this Agreement does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A, the Company shall reform the provision. However, the Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and if Executive is the Company shall not be required to incur any additional compensation expense as a “specified employee” as defined in Treasury Regulation Section 1.409A-1(i)(1) result of the reformed provision. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the date Executive under Section 409A. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive termination of employmentharmless from any or all such taxes, theninterest, to the extent required by Section 409A of the Codeor penalties, the payments described in Section 7 or Section 10 shall be delayed and paid on the earlier of (i) first day of the seventh month following Executive’s separation from service or (ii) Executive’s deathliability for any damages related thereto. The Executive acknowledges that Company makes no representations or warranties regarding the he has been advised to obtain independent legal, tax treatment or tax consequences of any compensation, benefits or other payments under this Agreement, including by operation of counsel in connection with Section 409A of the Code to the payments described in this Agreement. Neither the time nor schedule of any 409A. Each payment under this Agreement may is intended to be accelerated or subject to further deferral except as permitted by Section 409A a “separate payment” and not a series of the Code and Executive does not have any right to make any election regarding the time or form of any payment due under this Agreement. For payments for purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii409A. Any payments § 1. 409A-3(i)(1).

Section 409A of the Internal Revenue Code. This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered in compliance with Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” or intended to fit within the “separation pay exception” as defined in Section 409A of the Code shall not be treated as deferred compensation for purposes of Section 409A unless otherwise required by the Code. Notwithstanding anything contained in this Agreement to the contrary, if Company concludes that any of to the payments described in Section 7 or Section 10 are subject maximum extent permitted by applicable law, amounts payable to the Executive pursuant to Section 409A of the Code, such payments will not 5 are intended to be made prior to in reliance upon Treas. Reg. § 1.409A-1(b)(4) (short-term deferral). No amounts payable under this Agreement upon the Executive’s termination of employment shall be payable unless the Executive’s termination of employment constitutes a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h)(applying within the default rules meaning of Treasury Regulation Section Treas. Reg. § 1.409A-1(h). In additionFurthermore, if the payments described in Section 7 or Section 10 are subject to Executive is a Specified Employee (as defined for purposes of Section 409A of the CodeInternal Revenue Code of 1986, and if Executive is as amended (“Section 409A”)), with respect to any amount or benefit payable or due by reason of a “specified employee” as defined in Treasury Regulation separation from service that constitutes nonqualified deferred compensation within the meaning of Section 1.409A-1(i)(1) on 409A (after taking into account all applicable exemptions), such amounts or benefits shall not commence until after the end of the six continuous month period following the date of Executive termination the Executive’s separation from service, in which case, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of employment, then, such delay) shall be paid or reimbursed to the extent required by Section 409A of the Code, the payments described Executive in Section 7 or Section 10 shall be delayed and paid a lump-sum cash payment on the earlier of (i) first day of the seventh month following the date of the Executive’s separation from service service. The Company and the Executive intend that their exercise of authority or (ii) Executive’s deathdiscretion under this Agreement shall comply with Section 409A. If any provision of this Agreement does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A, the Company shall reform the provision. However, the Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Company shall not be required to incur any additional compensation expense as a result of the reformed provision. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive under Section 409A. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest, or penalties, or liability for any damages related thereto. The Executive acknowledges that Company makes no representations or warranties regarding the he has been advised to obtain independent legal, tax treatment or tax consequences of any compensation, benefits or other payments under this Agreement, including by operation of counsel in connection with Section 409A of the Code to the payments described in this Agreement. Neither the time nor schedule of any 409A. Each payment under this Agreement may is intended to be accelerated or subject to further deferral except as permitted by Section 409A a “separate payment” and not a series of the Code and Executive does not have any right to make any election regarding the time or form of any payment due under this Agreement. For payments for purposes of Section 409A 409A. Any payments or reimbursements of the Code, the right to a series of installment payments any expenses provided for under this Agreement shall be treated as made in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv). With respect to reimbursements or in-kind benefits provided under this Agreement: (a) the Company will not provide for cash in lieu of a right to reimbursement or in-kind benefits to which the Executive has a series right under this Agreement, (b) any reimbursement or provision of separate payments in-kind benefits made during the Executive’s lifetime (or such shorter period prescribed by a specific provision of this Agreement) shall be made not later than December 31st of the year following the year in which the Executive incurs the expense, and (c) in no event will the amount of expenses so reimbursed, or in-kind benefits provided, by the Company in one year affect the amount of expenses eligible for reimbursement or in-kind benefits to be provided, in any other taxable year. All references in this Agreement to Section 409A include rules, regulations, and guidance of general application issued by the Department of the Treasury under Treasury Regulation Section 1.409A-2(b)(2)(iii).409A.

Section 409A of the Internal Revenue Code. This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered in compliance with Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” or intended to fit within the “separation pay exception” as defined in Section 409A of the Code shall not be treated as deferred compensation for purposes of Section 409A unless otherwise required by the Code. Notwithstanding anything contained in this Agreement to the contrary, to the maximum extent permitted by applicable law, amounts payable to the Executive pursuant to Section 5 are intended to be made in reliance upon Treas. Reg. § l.409A-l(b)(4) (short-term deferral). No amounts payable under this Agreement upon the Executive's termination of employment shall be payable unless the Executive's termination of employment constitutes a "separation from service" within the meaning of Treas. Reg. § l.409A-­ l(h). Furthermore, if Company concludes that any the Executive is a Specified Employee (as defined for purposes of the payments described in Section 7 or Section 10 are subject to Section 409A of the CodeInternal Revenue Code of 1986, as amended ("Section 409A")), with respect to any amount or benefit payable or due by reason of a separation from service that constitutes nonqualified deferred compensation within the meaning of Section 409A (after taking into account all applicable exemptions), such payments will amounts or benefits shall not be made prior to commence until after the end of the six continuous month period following the date of the Executive’s “'s separation from service” as defined , in Treasury Regulation Section 1.409A-1(h)(applying which case, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the default rules absence of Treasury Regulation Section 1.409A-1(h). In addition, if such delay) shall be paid or reimbursed to the payments described Executive in Section 7 or Section 10 are subject to Section 409A of the Code, and if Executive is a “specified employee” as defined in Treasury Regulation Section 1.409A-1(i)(1) lump-sum cash payment on the date of Executive termination of employment, then, to the extent required by Section 409A of the Code, the payments described in Section 7 or Section 10 shall be delayed and paid on the earlier of (i) first day of the seventh month following the date of the Executive’s 's separation from service service. The Company and the Executive intend that their exercise of authority or (ii) Executive’s deathdiscretion under this Agreement shall comply with Section 409A. If any provision of this Agreement does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A, the Company shall reform the provision. However, the Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Company shall not be required to incur any additional compensation expense as a result of the reformed provision. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive under Section 409A. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest, or penalties, or liability for any damages related thereto. The Executive acknowledges that Company makes no representations or warranties regarding the he has been advised to obtain independent legal, tax treatment or tax consequences of any compensation, benefits or other payments under this Agreement, including by operation of counsel in connection with Section 409A of the Code to the payments described in this Agreement. Neither the time nor schedule of any 409A. Each payment under this Agreement may is intended to be accelerated or subject to further deferral except as permitted by Section 409A a "separate payment" and not a series of the Code and Executive does not have any right to make any election regarding the time or form of any payment due under this Agreement. For payments for purposes of Section 409A 409A. Any payments or reimbursements of the Code, the right to a series of installment payments any expenses provided for under this Agreement shall be treated as made in accordance with Treas. Reg. § l.409A- 3(i)(1)(iv). With respect to reimbursements or in-kind benefits provided under this Agreement: (a) the Company will not provide for cash in lieu of a right to reimbursement or in-kind benefits to which the Executive has a series right under this Agreement, (b) any reimbursement or provision of separate payments in-kind benefits made during the Executive's lifetime (or such shorter period prescribed by a specific provision of this Agreement) shall be made not later than December 31st of the year following the year in which the Executive incurs the expense, and (c) in no event will the amount of expenses so reimbursed, or in-kind benefits provided, by the Company in one year affect the amount of expenses eligible for reimbursement or in-kind benefits to be provided, in any other taxable year. All references in this Agreement to Section 409A include rules, regulations, and guidance of general application issued by the Department of the Treasury under Treasury Regulation Section 1.409A-2(b)(2)(iii).409A.

Section 409A of the Internal Revenue Code. This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered in compliance with Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” or intended to fit within the “separation pay exception” as defined in Section 409A of the Code shall not be treated as deferred compensation for purposes of Section 409A unless otherwise required by the Code. Notwithstanding anything contained in this Agreement to the contrary, if Company concludes that any of to the payments described in Section 7 or Section 10 are subject maximum extent permitted by applicable law, amounts payable to the Executive pursuant to Section 409A of the Code, such payments will not 13 are intended to be made prior to in reliance upon Treas. Reg. § 1.409A-l(b)(4) (short-term deferral). No amounts payable under this Agreement upon the Executive’s termination of employment shall be payable unless the Executive’s termination of employment constitutes a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h)(applying within the default rules meaning of Treasury Regulation Section Treas. Reg. § 1.409A-1(h). In additionFurthermore, if the payments described in Section 7 or Section 10 are subject to Section 409A of the Code, and if Executive is a “specified employee” Specified Employee (as defined in Treasury Regulation for purposes of Section 1.409A-1(i)(1) on 409A), with respect to any amount or benefit payable or due by reason of a separation from service that constitutes nonqualified deferred compensation within the meaning of Section 409A (after taking into account all applicable exemptions), such amounts or benefits shall not commence until after the end of the six continuous month period following the date of Executive termination the Executive’s separation from service, in which case, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of employment, then, such delay) shall be paid or reimbursed to the extent required by Section 409A of the Code, the payments described Executive in Section 7 or Section 10 shall be delayed and paid a lump-sum cash payment on the earlier of (i) first day of the seventh month following the date of the Executive’s separation from service service. The Company and the Executive intend that their exercise of authority or (ii) Executive’s deathdiscretion under this Agreement shall comply with Section 409A. If any provision of this Agreement does not satisfy the requirements of Section 409A, such provision shall nevertheless he applied in a manner consistent with those requirements. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive under Section 409A. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Agreement is guaranteed. Neither the Company not any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest, or penalties, or liability for any damages related thereto. The Executive acknowledges that Company makes no representations or warranties regarding the he has been advised to obtain independent legal, tax treatment or tax consequences of any compensation, benefits or other payments under this Agreement, including by operation of counsel in connection with Section 409A of the Code to the payments described in this Agreement. Neither the time nor schedule of any 409A. Each payment under this Agreement may is intended to be accelerated or subject to further deferral except as permitted by Section 409A a “separate payment” and not a series of the Code and Executive does not have any right to make any election regarding the time or form of any payment due under this Agreement. For payments for purposes of Section 409A 409A. Any payments or reimbursements of the Code, the right to a series of installment payments any expenses provided for under this Agreement shall be treated as made in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv). With respect to reimbursements or in-kind benefits provided under this Agreement: (a) the Company will not provide for cash in lieu of a right to reimbursement or in-kind benefits to which the Executive has a series right under this Agreement, (b) any reimbursement or provision of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii)in-kind benefits made during the Executive’s lifetime (or such shorter period prescribed by a specific provision of this Agreement) shall be made not later than December 31st of the year following the year in which the Executive incurs the expense, and (c) in no event will the amount of expenses so reimbursed, or in-kind benefits provided, by the Company in one year affect the amount of expenses eligible for reimbursement or in-kind benefits to be provided, in any other taxable year.

Section 409A of the Internal Revenue Code. This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered in compliance with Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” or intended to fit within the “separation pay exception” as defined in Section 409A of the Code shall not be treated as deferred compensation for purposes of Section 409A unless otherwise required by the Code. Notwithstanding anything contained in this Agreement to the contrary, if Company concludes that any of to the payments described in Section 7 or Section 10 are subject maximum extent permitted by applicable law, amounts payable to the Executive pursuant to Section 409A of the Code, such payments will not 4 are intended to be made prior to in reliance upon Treas. Reg. § 1.409A‑1(b)(4) (short-term deferral). No amounts payable under this Agreement upon the Executive’s termination of employment shall be payable unless the Executive’s termination of employment constitutes a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h)(applying within the default rules meaning of Treasury Regulation Section 1.409A-1(hTreas. Reg. § 1.409A‑1(h). In addition, if The Company and the payments described in Section 7 Executive intend that their exercise of authority or Section 10 are subject to discretion under this Agreement shall comply with Section 409A of the CodeInternal Revenue Code of 1986, as amended (“Section 409A”). If any provision of this Agreement does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A, the Company shall reform the provision. However, the Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and if Executive is the Company shall not be required to incur any additional compensation expense as a “specified employee” as defined in Treasury Regulation Section 1.409A-1(i)(1) result of the reformed provision. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the date Executive under Section 409A. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive termination of employmentharmless from any or all such taxes, theninterest, to the extent required by Section 409A of the Codeor penalties, the payments described in Section 7 or Section 10 shall be delayed and paid on the earlier of (i) first day of the seventh month following Executive’s separation from service or (ii) Executive’s deathliability for any damages related thereto. The Executive acknowledges that Company makes no representations or warranties regarding the he has been advised to obtain independent legal, tax treatment or tax consequences of any compensation, benefits or other payments under this Agreement, including by operation of counsel in connection with Section 409A of the Code to the payments described in this Agreement. Neither the time nor schedule of any 409A. Each payment under this Agreement may is intended to be accelerated or subject to further deferral except as permitted by Section 409A a “separate payment” and not a series of the Code and Executive does not have any right to make any election regarding the time or form of any payment due under this Agreement. For payments for purposes of Section 409A 409A. Any payments or reimbursements of the Code, the right to a series of installment payments any expenses provided for under this Agreement shall be treated as a right made in accordance with Treas. Reg. § 1.409A‑3(i)(1)(iv). All references in this Agreement to a series Section 409A include rules, regulations, and guidance of separate payments general application issued by the Department of the Treasury under Treasury Regulation Section 1.409A-2(b)(2)(iii).409A.

Section 409A of the Internal Revenue Code. This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered in compliance with Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” or intended to fit within the “separation pay exception” as defined in Section 409A of the Code shall not be treated as deferred compensation for purposes of Section 409A unless otherwise required by the Code. Notwithstanding anything contained in this Agreement to the contrary, to the maximum extent permitted by applicable law, amounts payable to the Executive pursuant to Section 5 are intended to be made in reliance upon Treas. Reg. § l.409A-l(b)(4) (short-term deferral). No amounts payable under this Agreement upon the Executive's termination of employment shall be payable unless the Executive's termination of employment constitutes a "separation from service" within the meaning of Treas. Reg.§ l.409A-1(h). Furthermore, if Company concludes that any the Executive is a Specified Employee (as defined for purposes of the payments described in Section 7 or Section 10 are subject to Section 409A of the CodeInternal Revenue Code of 1986, as amended ("Section 409A")), with respect to any amount or benefit payable or due by reason of a separation from service that constitutes nonqualified deferred compensation within the meaning of Section 409A (after taking into account all applicable exemptions), such payments will amounts or benefits shall not be made prior to commence until after the end of the six continuous month period following the date of the Executive’s “'s separation from service” as defined , in Treasury Regulation Section 1.409A-1(h)(applying which case, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the default rules absence of Treasury Regulation Section 1.409A-1(h). In addition, if such delay) shall be paid or reimbursed to the payments described Executive in Section 7 or Section 10 are subject to Section 409A of the Code, and if Executive is a “specified employee” as defined in Treasury Regulation Section 1.409A-1(i)(1) lump-sum cash payment on the date of Executive termination of employment, then, to the extent required by Section 409A of the Code, the payments described in Section 7 or Section 10 shall be delayed and paid on the earlier of (i) first day of the seventh month following the date of the Executive’s 's separation from service service. The Company and the Executive intend that their exercise of authority or (ii) Executive’s deathdiscretion under this Agreement shall comply with Section 409A. If any provision of this Agreement does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A, the Company shall reform the provision. However, the Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Company shall not be required to incur any additional compensation expense as a result of the reformed provision. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive under Section 409A. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest, or penalties, or liability for any damages related thereto. The Executive acknowledges that Company makes no representations or warranties regarding the she has been advised to obtain independent legal, tax treatment or tax consequences of any compensation, benefits or other payments under this Agreement, including by operation of counsel in connection with Section 409A of the Code to the payments described in this Agreement. Neither the time nor schedule of any 409A. Each payment under this Agreement may is intended to be accelerated or subject to further deferral except as permitted by Section 409A a "separate payment" and not a series of the Code and Executive does not have any right to make any election regarding the time or form of any payment due under this Agreement. For payments for purposes of Section 409A 409A. Any payments or reimbursements of the Code, the right to a series of installment payments any expenses provided for under this Agreement shall be treated as made in accordance with Treas. Reg. § 1.409A- 3(i)(l)(iv). With respect to reimbursements or in-kind benefits provided under this Agreement: (a) the Company will not provide for cash in lieu of a right to reimbursement or in-kind benefits to which the Executive has a series right under this Agreement, (b) any reimbursement or provision of separate payments in-kind benefits made during the Executive's lifetime (or such shorter period prescribed by a specific provision of this Agreement) shall be made not later than December 31st of the year following the year in which the Executive incurs the expense, and (c) in no event will the amount of expenses so reimbursed, or in-kind benefits provided, by the Company in one year affect the amount of expenses eligible for reimbursement or in-kind benefits to be provided, in any other taxable year. All references in this Agreement to Section 409A include rules, regulations, and guidance of general application issued by the Department of the Treasury under Treasury Regulation Section 1.409A-2(b)(2)(iii).409A.

Section 409A of the Internal Revenue Code. This (a) Notwithstanding any other provisions hereof, this Agreement is intended to comply with the requirements of Section 409A of the Code, to the extent applicable, and this Agreement shall be interpreted to avoid any taxes, interest, penalty or other sanctions under Section 409A of the Code. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Section 409A of the Code to the extent subject thereto and, accordinglyif necessary, to the maximum extent permitted, this Agreement any such provision shall be interpreted and administered in compliance deemed amended to comply with Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” or intended to fit within the “separation pay exception” as defined in Section 409A of the Code shall not be treated as deferred compensation for purposes of Section 409A unless otherwise required by the Code. Notwithstanding anything in this Agreement to the contrary, if Company concludes that any of the payments described in Section 7 or Section 10 are subject to Section 409A of the Code, such payments will not be made prior to Executive’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h)(applying the default rules of Treasury Regulation Section 1.409A-1(h). In addition, if the payments described in Section 7 or Section 10 are subject to Section 409A of the Code, and if Executive is a “specified employee” as defined in Treasury Regulation Section 1.409A-1(i)(1) on the date of Executive termination of employment, then, to the extent required by Section 409A of the Code, the payments described in Section 7 or Section 10 shall be delayed and paid on the earlier of (i) first day of the seventh month following Executive’s separation from service or (ii) Executive’s death. Executive acknowledges that Company makes no representations or warranties regarding the tax treatment or tax consequences of any compensation, benefits or other payments under this Agreement, including by operation of Section 409A of the Code to the payments described in this Agreement. Neither the time nor schedule of any payment under this Agreement may be accelerated or subject to further deferral except as permitted by Section 409A of the Code and Executive does not have any right regulations thereunder. All payments to make any election regarding the time or form be made upon a termination of any payment due employment under this AgreementAgreement that are deferred compensation may only be made upon a “separation from service” under Section 409A of the Code. For purposes of Section 409A of the Code, the right to each payment made under this Agreement (including each payment in a series of installment payments under this Agreement installments) shall be treated as a right separate payment. To the extent an amount subject to Section 409A of the Code is payable during a series specified period, in no event may you, directly or indirectly, designate the calendar year of separate payment. (b) To the maximum extent permitted under Section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to you during the six (6) month period following your date of separation from service that does not qualify within either of the foregoing exceptions and constitutes deferred compensation subject to the requirements of Section 409A of the Code shall hereinafter be referred to as the “Excess Amount.” If at the time of your separation from service, you are a “specified employee” (as defined in Section 409A of the Code and determined in the sole discretion of the Company), then the Company shall postpone the commencement of the payment of the March 26, 2012 portion of the Excess Amount that is payable within the six (6) month period following your separation from service with the Company (or any successor thereto) for six (6) months following your termination date with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to you on the first payroll date following the date that is six (6) months following your separation from service with the Company (or any successor thereto). If you die during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of Section 409A of the Code, such Excess Amount shall be paid to the personal representative of your estate on the first payroll date following our death. All other payments shall be paid when otherwise scheduled. (c) The Company warrants and represents to you that all payments made to you under Treasury Regulation this Agreement or under any of the Company’s plans, policies or programs, now in effect or hereafter adopted, and as they may be amended from time to time, will be in full compliance with Section 1.409A-2(b)(2)(iii)409A of the Code and will not subject you to the payment of any additional tax, interest, excise or penalty tax in respect of such payments.

Section 409A of the Internal Revenue Code. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A, to the extent subject thereto and, accordingly, applicable. All separation payments to the maximum extent permitted, this Agreement shall be interpreted and administered in compliance with Section 409A made upon a termination of the Code. Any payments described in this Agreement employment that are due within the “short-term deferral period” or intended to fit within the “separation pay exception” as defined in Section 409A of the Code shall not be treated as constitute deferred compensation for purposes of Section 409A unless otherwise required by the Code. Notwithstanding anything in this Agreement to the contrary, if Company concludes that any of the payments described in Section 7 or Section 10 are subject to Section 409A of the Code, such payments will not under this Agreement may only be made prior to Executive’s upon a “separation from service” as defined in Treasury Regulation under Section 1.409A-1(h)(applying the default rules of Treasury Regulation Section 1.409A-1(h). In addition, if the payments described in Section 7 or Section 10 are subject to Section 409A of the Code, and if Executive is a “specified employee” as defined in Treasury Regulation Section 1.409A-1(i)(1) on the date of Executive termination of employment, then, to the extent required by Section 409A of the Code, the payments described in Section 7 or Section 10 shall be delayed and paid on the earlier of (i) first day of the seventh month following Executive’s separation from service or (ii) Executive’s death. Executive acknowledges that Company makes no representations or warranties regarding the tax treatment or tax consequences of any compensation, benefits or other payments under this Agreement, including by operation of Section 409A of the Code to the payments described in this Agreement. Neither the time nor schedule of any payment under this Agreement may be accelerated or subject to further deferral except as permitted by Section 409A of the Code and Executive does not have any right to make any election regarding the time or form of any payment due under this Agreement. 409A. For purposes of Section 409A of the Code409A, each payment shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may you, directly or indirectly, designate the calendar year of a payment. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A. No action or failure to act pursuant to this Section 19 shall subject the Company or any affiliate thereof to any claim, liability, or expense, and neither the Company nor any affiliate thereof shall have any obligation to indemnify or otherwise protect you from the obligation to pay any taxes pursuant to Section 409A. (b) To the maximum extent permitted under Section 409A, severance benefits provided under this Agreement that are payable during the “short-term deferral period” are intended to be exempt from Section 409A under the “short-term deferral” exception. If at the time of your separation from service, the Company’s (or any entity required to be aggregated with the Company under Section 409A) stock is publicly-traded on an established securities market or otherwise and you are a “specified employee” (as defined in Section 409A and determined in the sole discretion of the Company, or any successor thereto, in accordance with the Company’s, or any successor’s, “specified employee” determination policy), then the Company shall postpone the commencement of payments under Treasury Regulation that are determined to be deferred compensation subject to Section 1.409A-2(b)(2)(iii409A that are payable within the six (6) month period following your date of termination with the Company (or any successor thereto) for six (6) months following your termination with the Company (or any successor thereto). The delayed amounts shall be paid in a lump sum to you within thirty (30) days following the date that is six (6) months following your date of termination with the Company (or any successor thereto) and any amounts payable after such six (6) month period shall be paid to you in accordance with the original schedule. If you die during such six (6) month period and prior to the payment of the delayed amount, such delayed amount shall be paid to the personal representative of your estate within sixty (60) days after your death.

Section 409A of the Internal Revenue Code. This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered in compliance with Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” or intended to fit within the “separation pay exception” as defined in Section 409A of the Code shall not be treated as deferred compensation for purposes of Section 409A unless otherwise required by the Code. Notwithstanding anything contained in this Agreement to the contrary, if Company concludes that any of to the payments described in Section 7 or Section 10 are subject maximum extent permitted by applicable law, amounts payable to the Executive pursuant to Section 409A of the Code, such payments will not 5 are intended to be made prior to in reliance upon Treas. Reg. § 1.409A-1(b)(4) (short-term deferral). No amounts payable under this Agreement upon the Executive’s termination of employment shall be payable unless the Executive’s termination of employment constitutes a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h)(applying within the default rules meaning of Treasury Regulation Section Treas. Reg. § 1.409A-1(h). In additionFurthermore, if the payments described in Section 7 or Section 10 are subject to Executive is a Specified Employee (as defined for purposes of Section 409A of the CodeInternal Revenue Code of 1986, and if Executive is as amended (“Section 409A”)), with respect to any amount or benefit payable or due by reason of a “specified employee” as defined in Treasury Regulation separation from service that constitutes nonqualified deferred compensation within the meaning of Section 1.409A-1(i)(1) on 409A (after taking into account all applicable exemptions), such amounts or benefits shall not commence until after the end of the six continuous month period following the date of Executive termination the Executive’s separation from service, in which case, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of employment, then, such delay) shall be paid or reimbursed to the extent required by Section 409A of the Code, the payments described Executive in Section 7 or Section 10 shall be delayed and paid a lump-sum cash payment on the earlier of (i) first day of the seventh month following the date of the Executive’s separation from service service. The Company and the Executive intend that their exercise of authority or (ii) Executive’s deathdiscretion under this Agreement shall comply with Section 409A. If any provision of this Agreement does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A, the Company shall reform the provision. However, the Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Company shall not be required to incur any additional compensation expense as a result of the reformed provision. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive under Section 409A. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Agreement is guaranteed. Neither the Company not any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest, or penalties, or liability for any damages related thereto. The Executive acknowledges that Company makes no representations or warranties regarding the he has been advised to obtain independent legal, tax treatment or tax consequences of any compensation, benefits or other payments under this Agreement, including by operation of counsel in connection with Section 409A of the Code to the payments described in this Agreement. Neither the time nor schedule of any 409A. Each payment under this Agreement may is intended to be accelerated or subject to further deferral except as permitted by Section 409A a “separate payment” and not a series of the Code and Executive does not have any right to make any election regarding the time or form of any payment due under this Agreement. For payments for purposes of Section 409A 409A. Any payments or reimbursements of the Code, the right to a series of installment payments any expenses provided for under this Agreement shall be treated as made in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv). With respect to reimbursements or in-kind benefits provided under this Agreement: (a) the Company will not provide for cash in lieu of a right to reimbursement or in-kind benefits to which the Executive has a series right under this Agreement, (b) any reimbursement or provision of separate payments in-kind benefits made during the Executive’s lifetime (or such shorter period prescribed by a specific provision of this Agreement) shall be made not later than December 31st of the year following the year in which the Executive incurs the expense, and (c) in no event will the amount of expenses so reimbursed, or in-kind benefits provided, by the Company in one year affect the amount of expenses eligible for reimbursement or in-kind benefits to be provided, in any other taxable year. All references in this Agreement to Section 409A include rules, regulations, and guidance of general application issued by the Department of the Treasury under Treasury Regulation Section 1.409A-2(b)(2)(iii).409A.

Section 409A of the Internal Revenue Code. This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered in compliance with Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” or intended to fit within the “separation pay exception” as defined in Section 409A of the Code shall not be treated as deferred compensation for purposes of Section 409A unless otherwise required by the Code. Notwithstanding anything contained in this Agreement to the contrary, if Company concludes that any of to the payments described in Section 7 or Section 10 are subject maximum extent permitted by applicable law, amounts payable to the Executive pursuant to Section 409A of the Code, such payments will not 13 are intended to be made prior to in reliance upon Treas. Reg. § 1.409A-1(b)(4) (short-term deferral). No amounts payable under this Agreement upon the Executive’s termination of employment shall be payable unless the Executive’s termination of employment constitutes a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h)(applying within the default rules meaning of Treasury Regulation Section 1.409A-1(hTreas. Reg. § 1.409A-l(h). In additionFurthermore, if the payments described in Section 7 or Section 10 are subject to Section 409A of the Code, and if Executive is a “specified employee” Specified Employee (as defined in Treasury Regulation for purposes of Section 1.409A-1(i)(1) on 409A), with respect to any amount or benefit payable or due by reason of a separation from service that constitutes nonqualified deferred compensation within the meaning of Section 409A (after taking into account all applicable exemptions), such amounts or benefits shall not commence until after the end of the six continuous month period following the date of Executive termination the Executive’s separation from service, in which case, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of employment, then, such delay) shall be paid or reimbursed to the extent required by Section 409A of the Code, the payments described Executive in Section 7 or Section 10 shall be delayed and paid a lump-sum cash payment on the earlier of (i) first day of the seventh month following the date of the Executive’s separation from service service. The Company and the Executive intend that their exercise of authority or (ii) Executive’s deathdiscretion under this Agreement shall comply with Section 409A. If any provision of this Agreement does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive under Section 409A. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Agreement is guaranteed. Neither the Company not any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest, or penalties, or liability for any damages related thereto. The Executive acknowledges that Company makes no representations or warranties regarding the he has been advised to obtain independent legal, tax treatment or tax consequences of any compensation, benefits or other payments under this Agreement, including by operation of counsel in connection with Section 409A of the Code to the payments described in this Agreement. Neither the time nor schedule of any 409A. Each payment under this Agreement may is intended to be accelerated or subject to further deferral except as permitted by Section 409A a “separate payment” and not a series of the Code and Executive does not have any right to make any election regarding the time or form of any payment due under this Agreement. For payments for purposes of Section 409A 409A. Any payments or reimbursements of the Code, the right to a series of installment payments any expenses provided for under this Agreement shall be treated as made in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv). With respect to reimbursements or in-kind benefits provided under this Agreement: (a) the Company will not provide for cash in lieu of a right to reimbursement or in-kind benefits to which the Executive has a series right under this Agreement, (b) any reimbursement or provision of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii)in-kind benefits made during the Executive’s lifetime (or such shorter period prescribed by a specific provision of this Agreement) shall be made not later than December 31st of the year following the year in which the Executive incurs the expense, and (c) in no event will the amount of expenses so reimbursed, or in-kind benefits provided, by the Company in one year affect the amount of expenses eligible for reimbursement or in-kind benefits to be provided, in any other taxable year.

Section 409A of the Internal Revenue Code. This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered in compliance with Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” or intended to fit within the “separation pay exception” as defined in Section 409A of the Code shall not be treated as deferred compensation for purposes of Section 409A unless otherwise required by the Code. Notwithstanding anything contained in this Agreement to the contrary, if Company concludes that any of to the payments described in Section 7 or Section 10 are subject maximum extent permitted by applicable law, amounts payable to the Executive pursuant to Section 409A of the Code, such payments will not 5 are intended to be made prior to in reliance upon Treas. Reg. § 1.409A-1(b)(4) (short-term deferral). No amounts payable under this Agreement upon the Executive’s termination of employment shall be payable unless the Executive’s termination of employment constitutes a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h)(applying within the default rules meaning of Treasury Regulation Section Treas. Reg. § 1.409A-1(h). In additionFurthermore, if the payments described in Section 7 or Section 10 are subject to Executive is a Specified Employee (as defined for purposes of Section 409A of the CodeInternal Revenue Code of 1986, and if Executive is as amended (“Section 409A”)), with respect to any amount or benefit payable or due by reason of a “specified employee” as defined in Treasury Regulation separation from service that constitutes nonqualified deferred compensation within the meaning of Section 1.409A-1(i)(1) on 409A (after taking into account all applicable exemptions), such amounts or benefits shall not commence until after the end of the six continuous month period following the date of Executive termination the Executive’s separation from service, in which case, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of employment, then, such delay) shall be paid or reimbursed to the extent required by Section 409A of the Code, the payments described Executive in Section 7 or Section 10 shall be delayed and paid a lump-sum cash payment on the earlier of (i) first day of the seventh month following the date of the Executive’s separation from service service. The Company and the Executive intend that their exercise of authority or (ii) Executivediscretion under this Agreement shall comply with Section 409A. If any provision of this Agreement does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A, the Company shall reform the provision. However, the Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Company shall not be required to incur any additional compensation expense as a result of the reformed provision. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive under Section 409A, unless the direct result of the Company’s deathbreach of its obligations hereunder. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest, or penalties, or liability for any damages related thereto. The Executive acknowledges that Company makes no representations or warranties regarding the he has been advised to obtain independent legal, tax treatment or tax consequences of any compensation, benefits or other payments under this Agreement, including by operation of counsel in connection with Section 409A of the Code to the payments described in this Agreement. Neither the time nor schedule of any 409A. Each payment under this Agreement may is intended to be accelerated or subject to further deferral except as permitted by Section 409A a “separate payment” and not a series of the Code and Executive does not have any right to make any election regarding the time or form of any payment due under this Agreement. For payments for purposes of Section 409A 409A. Any payments or reimbursements of the Code, the right to a series of installment payments any expenses provided for under this Agreement shall be treated as made in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv). With respect to reimbursements or in-kind benefits provided under this Agreement: (a) the Company will not provide for cash in lieu of a right to reimbursement or in-kind benefits to which the Executive has a series right under this Agreement, (b) any reimbursement or provision of separate payments in-kind benefits made during the Executive’s lifetime (or such shorter period prescribed by a specific provision of this Agreement) shall be made not later than December 31st of the year following the year in which the Executive incurs the expense, and (c) in no event will the amount of expenses so reimbursed, or in-kind benefits provided, by the Company in one year affect the amount of expenses eligible for reimbursement or in-kind benefits to be provided, in any other taxable year. All references in this Agreement to Section 409A include rules, regulations, and guidance of general application issued by the Department of the Treasury under Treasury Regulation Section 1.409A-2(b)(2)(iii).409A.