Common use of Section 409A Clause in Contracts

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all The provisions of this Agreement are intended to comply with or are exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and the related Treasury Regulations and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Company and administered the Executive agree to work together in accordance with good faith to consider amendments to this Agreement and to take such intent. Any payments reasonable actions necessary, appropriate or desirable to avoid imposition of any additional tax under Section 409A or income recognition prior to actual payment to the Executive under this Agreement Agreement. It is intended that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided any expense reimbursement made under this Agreement shall be treated as a separate payment. Any payments to be exempt from Section 409A. Notwithstanding the foregoing, if any expense reimbursement made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a determined to be “separation from servicedeferred compensation” under subject to Section 409A. 409A (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A“Deferred Compensation”), then (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (iia) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (iiib) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided provided, in any other taxable year; provided, year (provided that the foregoing this clause (b) 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 in which the arrangement is in effect. ) and (c) such payments shall be made on or before the last day of the taxable year following the taxable year in which the expense was incurred. With respect to the time of payments of any amount under this Agreement that is Deferred Compensation, references in the Agreement to “termination of employment” and substantially similar phrases, including a termination of employment due to the Executive’s Disability, shall mean “Separation from Service” from the Company within the meaning of Section 409A (determined after applying the presumptions set forth in Treasury Regulation Section 1.409A-1(h)(1)). Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq., to the maximum extent permitted by that regulation, with any amount that is not exempt from Code Section 409A being subject to Code Section 409A. Notwithstanding any provision anything to the contrary in this Agreement Agreement, if the Executive is a “specified employee” within the meaning of Section 409A at the time of the Executive’s termination, then only that portion of the severance and benefits payable to the Executive pursuant to this Agreement, if any, and any other severance payments or separation benefits which may be considered Deferred Compensation (together, the “Deferred Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following the Executive’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Separation Benefits in excess of the Section 409A Limit otherwise due to the Executive on or within the six (6) month period following the Executive’s termination will accrue during such six (6) month period and will become payable in one lump sum cash payment on the date six (6) months and one (1) day following the date of the Executive’s termination of employment. All subsequent Deferred Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if any payment or benefit provided for herein would be subject the Executive dies following termination but prior to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months month anniversary of the Executive’s termination date, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the Termination Date (such date, date of the “Section 409A Payment Date”), then such Executive’s death and all other Deferred Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.benefit.

Section 409A. (ai) Notwithstanding any provision of The parties agree that this Agreement to the contrary, all provisions of this Agreement are is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued promulgated thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (bii) To the extent that For purposes of this Agreement, each amount to be paid or benefit to be provided hereunder (including any right to a series of installment payments) shall be construed as a separate identified payment or a right to a series of separate payments for purposes of Section 409A. (iii) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or payment provision of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within benefits shall be subject to the meaning of Section 409A), following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any such other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense reimbursement shall be made by the Company no later than the last day end of the taxable year following after the taxable year in which such expense was incurred by Employee, incurred; and (iiiii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and . (iiiiv) the amount A termination 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 employment shall not be violated with regard deemed to expenses reimbursed have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “nonqualified deferred compensation” under Section 409A 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 arrangement covered by Section 105(b) such provision of the Code solely because such expenses are subject this Agreement, references to a limit related to the period in which the arrangement is in effect“termination,” “termination of employment” or like terms shall mean “separation from service”. (cv) Notwithstanding any provision anything to the contrary in this Agreement, no compensation or benefits payable in connection with a “separation from service” (within the meaning of Section 409A) shall be paid to the Executive during the six-month period following his “separation from service” to the extent that the Company determines that the Executive is a “specified employee” at the time of such “separation from service” and that paying such amounts at the time or times indicated in this Agreement to the contrary, if any payment or benefit provided for herein would be subject to additional taxes and interest a prohibited distribution under Internal Revenue Code Section 409A(a)(2)(b)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six-month period (or such earlier date upon which such amount can be paid under Section 409A if Employeewithout being subject to such additional taxes, including as a result of the Executive’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”death), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations shall pay to the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the payments and benefits provided under this Agreement are exempt fromExecutive during such six-month period, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, without interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.thereon.

Section 409A. (a) This Agreement is intended to comply with or otherwise be exempt from Section 409A and its corresponding regulations, to the extent applicable, and shall be so construed. Notwithstanding any provision of anything in this Agreement to the contrary, all provisions payments of this Agreement are intended “nonqualified deferred compensation” subject to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall may only be construed and administered in accordance with such intent. Any payments made under this Agreement that may be excluded from upon an event and in a manner permitted by Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A 409A, to the maximum extent possibleapplicable. For purposes of Section 409A, each installment all payments of “nonqualified deferred compensation” subject to Section 409A to be made upon the termination of Executive’s employment under this Agreement may only be made upon a “separation from service” under Section 409A. Each payment provided made under this Agreement shall be treated as a separate payment. Any payment and the right to a series of installment payments to be made under this Agreement upon is to be treated as a termination right to a series of Employee’s employment separate payments. In no event shall only Executive, directly or indirectly, designate the calendar year of payment with respect to any amount that is “nonqualified deferred compensation” subject to Section 409A. All reimbursements provided under this Agreement that are “nonqualified deferred compensation” that is subject to Section 409A shall be made if or provided in accordance with Section 409A, including, where applicable, the requirements that (a) any reimbursement is for expenses incurred during the Employment Period (or during such termination of employment constitutes a “separation from service” under Section 409A. other time period specified in this Agreement), (b) To the extent that amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any right to other calendar year, (c) the reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such an eligible expense reimbursement shall will be made by the Company no later than on or before the last day of the taxable year following the taxable year in which such the expense was incurred by Employeeis incurred, and (iid) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, . Nothing herein shall be construed as having modified the time and (iii) form of payment of any amounts or payments of “nonqualified deferred compensation” within 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, meaning Section 409A that the foregoing clause 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 were otherwise payable pursuant to the period terms of any agreement between Company and Executive in which the arrangement is in effect. (c) Notwithstanding any provision in this Agreement effect prior to the contrary, if any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.Agreement.

Section 409A. (a) Notwithstanding any provision of this Agreement anything herein to the contrary, all provisions of this Agreement are is intended to comply with be interpreted and applied so that the payment of the benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and or shall comply with the applicable Treasury regulations and administrative guidance issued thereunder (collectivelyrequirements of such provision. Notwithstanding anything in this Agreement or elsewhere to the contrary, distributions upon termination of Executive’s employment may only be made upon a “separation from service” as determined under Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent409A of the Code. Any payments Each payment under this Agreement that may or otherwise shall be excluded from Section 409A either as separation pay due to an involuntary separation from service or treated as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For separate payment for purposes of Section 409A409A of the Code. In no event may Executive, each installment directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes a “deferral of compensation” within the meaning of Section 409A of the Code. All reimbursements and in-kind benefits provided under this Agreement shall be treated as a separate paymentmade or provided in accordance with the requirements of Section 409A of the Code. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right reimbursements pursuant to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A)or otherwise are taxable to Executive, (i) any such expense reimbursement payment due to Executive shall be made by the Company no later than paid to Executive on or before the last day of the Executive’s taxable year following the taxable year in which such the related expense was incurred by Employeeincurred; provided, (ii) that, Executive has provided the right Company written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Company’ expense reimbursement policies. Reimbursements pursuant to reimbursement this Agreement or in-kind benefits shall otherwise are not be subject to liquidation or exchange for another benefit, benefit and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any such reimbursements that Executive receives in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided amount of such reimbursements that Executive receives in any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) . Notwithstanding any provision in this Agreement to the contrary, if any payment or benefit provided for herein would on the date of his termination from employment with the Company Executive is deemed to be subject to additional taxes and interest under a “specified employee” within the meaning of Code Section 409A and the Final Treasury Regulations using the identification methodology selected by the Company from time to time, or if Employeenone, the default methodology under Code Section 409A, any payments or benefits due upon a termination of Executive’s receipt employment under any arrangement that constitutes a “deferral of such payment compensation” within the meaning of Code Section 409A shall be delayed and paid or benefit is not delayed until provided (or commence, in the case of installments) on the first payroll date on or following the earlier of (i) the date of Employee’s death or (ii) the date that which is six (6) months and one (1) day after Executive’s termination of employment for any reason other than death, and (ii) the Termination Date (such datedate of Executive’s death, and any remaining payments and benefits shall be paid or provided in accordance with the “Section 409A Payment Date”), then normal payment dates specified for such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Datebenefit. Notwithstanding any of the foregoingforegoing to the contrary, the Company makes and its respective officers, directors, employees, or agents make no representations guarantee that the payments and benefits provided under terms of this Agreement as written comply with, or are exempt from, or compliant the provisions of Code Section 409A, and none of the foregoing shall have any liability for the failure of the terms of this Agreement as written to comply with, Section 409A and in no event shall any member or be exempt from, the provisions of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Code Section 409A.

Section 409A. (a) Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein either shall be exempt from the requirements of Section 409A of the Code, or shall comply with the requirements of such provision. Furthermore, the Company and its respective officers, directors, employees or agents make no guarantee that this Agreement complies with, or is exempt from, the provisions of Section 409A of the Code and none of the foregoing shall have any provision liability for the failure of this Agreement to comply with, or be exempt from, the contrary, all provisions of Code Section 409A. The parties hereto agree to make such amendments from time to time to the terms and conditions of this Agreement as are intended necessary to comply ensure that this Agreement complies with the terms of and in a manner permitted by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative any regulation or other official guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intentpromulgated thereunder. Any payments under this Agreement that may be excluded from Section 409A either as separation pay Each payment due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement hereunder shall be treated as a separate paymentpayment under Section 409A of the Code. Any payments to be made under this Agreement upon a To the extent required by Code Section 409A, “termination of Employee’s employment employment” (or any similar terms) shall only be made if such termination of employment constitutes a mean “separation from service” under (as defined in Treasury Regulations Section 409A. (b1.409A-1(h) To and the extent default presumptions thereof). With regard to any provision herein that any right to provides for reimbursement of costs and expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of benefits, except as permitted by Code Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iiiii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided provided, in any other taxable year; provided, that and (iii) such payments shall be made on or before the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) last day of Executive’s taxable year following the Code solely because such expenses are subject to a limit related to the period taxable year in which the arrangement is in effectexpense was incurred. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

Section 409A. (a) Notwithstanding any provision The intent of the parties is that payments and benefits under this Agreement to the contrary, (including all provisions of this Agreement are intended to exhibits hereto) comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and to the applicable Treasury regulations and administrative guidance issued thereunder (collectivelyextent subject thereto, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A and, accordingly, to the maximum extent possible. For purposes of Section 409Apermitted, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments interpreted and be administered to be made in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A, Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement, and no payment shall be due to Executive under this Agreement upon a termination of Employee’s employment shall only Agreement, until Executive would be made if such termination of employment constitutes considered to have incurred a “separation from service” under Section 409A. (b) To from the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (Company within the meaning of Code Section 409A), (i) any such expense reimbursement shall be made by 409A. Any payments described in this Agreement that are due within the Company no later than the last day of the taxable year following the taxable year “short-term deferral period” as defined in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits Code Section 409A shall not be subject to liquidation or exchange treated as deferred compensation unless applicable law requires otherwise. The amount of expenses that are eligible for another benefit, and (iii) reimbursement in any taxable year shall not affect the amount of expenses eligible for reimbursement in another taxable year. Any reimbursements of such expenses shall be made by the end of the year following the year in which the related expenses were incurred, or, in the case of reimbursements for any taxes to which Executive becomes entitled, by the end of the year following the year in which Executive remits the related taxes, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Code Section 409A. Each amount to be paid or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits benefit to be provided in any other taxable year; provided, to Executive pursuant to this Agreement that the foregoing clause 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 constitutes deferred compensation subject to Code Section 409A shall be construed as a limit related separate identified payment for purposes of Code Section 409A. Notwithstanding anything to the period in which the arrangement is in effect. (c) Notwithstanding any provision contrary in this Agreement Agreement, to the contraryextent that any payments to be made in connection with Executive’s separation from service would result in the imposition of any individual penalty tax imposed under Code Section 409A, if any the payment or benefit provided for herein would shall instead be subject to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until made on the first business day after the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date following such separation from service and (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employeeii) Executive’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.death.

Section 409A. (ai) Notwithstanding any provision of this This Agreement to the contrary, all provisions of this Agreement are is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance Regulations issued thereunder (collectively, “Section 409A”) or an exemption therefrom thereunder and shall be construed and administered in accordance with such intentSection 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes upon a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement 409A. The amount of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A)eligible for reimbursement, (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefitprovided, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided if any, under this Agreement during any Employee’s taxable year shall not affect the expenses eligible for reimbursement or in in-kind benefits to be provided provided, in any other taxable year; provided. Further, that the foregoing clause shall not reimbursement of an eligible expense will be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) made on or before the last day of Employee’s taxable year following the Code solely because such expenses are subject to a limit related to the period taxable year in which the arrangement is in effect. (c) Notwithstanding any provision in this Agreement expense was incurred and the right to the contraryreimbursement or in-kind benefits, if any payment or benefit provided for herein would be any, is not subject to additional taxes and interest under Section 409A if Employee’s receipt of such payment liquidation or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Dateexchange for another benefit. Notwithstanding the foregoing, the Company Parsley Group makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, comply with Section 409A and in no event shall any member of the Company Parsley Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A. (ii) Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Employee in connection with Employee’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and Employee is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of Employee’s termination of employment (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 Employee in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended 1986 (the “Code”), ) and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of EmployeeExecutive’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the Executive’s taxable year following the taxable year in which such expense was incurred by EmployeeExecutive, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 EmployeeExecutive’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of EmployeeExecutive’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee Executive (or EmployeeExecutive’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee Executive on account of non-compliance with Section 409A.

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an applicable exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A.. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by EmployeeExecutive, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 EmployeeExecutive’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee Executive (or EmployeeExecutive’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee Executive on account of non-compliance with Section 409A.

Section 409A. (a) Notwithstanding any provision of Anything in this Agreement to the contrarycontrary notwithstanding, all provisions if any payment or benefit provided to the Executive in connection with the Executive’s termination of this Agreement are intended employment is determined to comply with constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code and the Executive is determined to be a “specified employee” within the meaning of 1986Section 409A(a)(2)(B)(i) of the Code, as amended then such payment or benefit shall not be paid until the date that is the earlier of (A) six (6) months and one day after the “Code”)Executive’s separation from service, or (B) the Executive’s death. The aggregate of any payments that would otherwise have been paid during the six (6) month period but for the application of this provision shall be paid to the Executive in a lump sum on the date specified above, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and any remaining payments shall be construed and administered payable 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A.their original schedule. (b) To the extent that any right to required by Section 409A of the Code, each reimbursement of expenses or payment of any benefit in-kind benefit provided under this Agreement constitutes nonqualified deferred compensation (within shall be provided in accordance with the meaning of Section 409A), following: (i) any such expense reimbursement all reimbursements shall be made by the Company paid as soon as administratively practicable, but in no later than event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which such the expense was incurred by Employee, incurred; (ii) the amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year; and such right to reimbursement or in-kind benefits shall is not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) Notwithstanding any provision in Any payments to be made under this Agreement to the contrary, if any payment or benefit provided for herein would upon a termination of employment shall only be subject to additional taxes and interest made upon a “separation from service” under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of Code and the regulations thereunder. (id) the date of Employee’s death or (ii) the date The Parties intend that is six (6) months after the Termination Date (such date, the “this Agreement will be administered in accordance with Section 409A Payment Date”)of the Code. Notwithstanding any other provision of this Agreement, then such payment or benefit shall not payments provided under this Agreement may only be provided to Employee (or Employee’s estate, if applicable) until the made upon an event and in a manner that complies with Section 409A Payment Dateor an applicable exemption. Notwithstanding The Parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the foregoing, the Company makes no representations that Code and all related rules and regulations in order to preserve the payments and benefits provided under hereunder without additional cost to either party. (e) The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are exempt determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or compliant withthe conditions of, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.such Section.

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectivelythereunder, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A409A of the Code, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A409A of the Code), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by EmployeeExecutive, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

Section 409A. (aA. To the fullest extent applicable, amounts and other benefits payable under this Agreement are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A in accordance with one or more of the exemptions available under Section 409A. In this regard, each such payment hereunder that may be treated as payable in the form of “a series of installment payments,” as defined in Treas. Reg. §1.409A-2(b)(2)(iii) shall be deemed a separate payment for purposes of Section 409A. B. To the extent that any amounts or benefits payable under this Agreement are or become subject to Section 409A due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation under Section 409A, this Agreement is intended to comply in form and operation with the applicable requirements of Section 409A with respect to such amounts or benefits. This Agreement shall be interpreted and administered to the extent possible in a manner consistent with the foregoing statement of intent. C. Notwithstanding any provision of this Agreement to the contrary, all provisions the time of this Agreement payment of any stock awards that are intended subject to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), nonqualified deferred compensation” and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or that vest on an exemption 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 accelerated basis pursuant to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall not be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if accelerated unless such termination of employment constitutes a “separation from service” accelerated payment is permissible under Section 409A. (b) To the extent that D. The following rules shall apply to any right obligation to reimbursement of expenses reimburse an expense or payment of any benefit provide an in-kind under this Agreement constitutes benefit that 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 such other taxable year; (ii) the reimbursement of an eligible expense reimbursement shall must be made by the Company no later than on or before the last day of the taxable calendar year following the taxable calendar year in which such the expense was incurred by Employee, incurred; and (iiiii) the right to reimbursement or in-kind benefits shall is not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

Section 409A. (a) Notwithstanding This Agreement and any provision of this Agreement to the contrary, all provisions of this Agreement payments provided hereunder are intended to comply with with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)including any valid and binding governmental regulations, court decisions and the applicable Treasury regulations other regulatory and administrative guidance judicial authority issued thereunder or rendered thereunder) (collectively, “Section 409A”) or an exemption therefrom and shall ). This Agreement will in all respects be construed interpreted, operated, and administered in accordance with such this intent. Any payments Payments provided under this Agreement may only be made upon an event and in a manner that may be excluded from complies with Section 409A either as or an applicable exemption, including to the maximum extent possible, exemptions for separation pay due to an involuntary separation from service or as a and/or short-term deferral shall be excluded from Section 409A to the maximum extent possibledeferrals. For purposes of Section 409A, each installment payment Any payments provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall service that constitute deferred compensation subject to Section 409A will only be made if such termination of employment service constitutes a “separation from service” under Section 409A. (b) 409A. Any installment payment provided under this Agreement will be treated as a separate identified payment for purposes of Section 409A. To the extent that any right to required by Section 409A, each reimbursement of expenses or payment of any benefit in-kind benefit provided under this Agreement constitutes nonqualified deferred compensation (within will be provided in accordance with the meaning of Section 409A), following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provide, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any such other calendar year; (ii) any reimbursement of an eligible expense reimbursement shall will be made by the Company no later than paid to Employee on or before the last day of the taxable calendar year following the taxable calendar year in which such the expense was incurred by Employee, incurred; and (iiiii) the any right to reimbursement reimbursements or in-kind benefits shall under this Agreement will not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) . Notwithstanding any provision anything in this Agreement to the contrary, if any payment or benefit provided you are deemed by Employer at the time of your Termination Date to be a “specified employee” for herein would be subject to additional taxes and interest under purposes of Section 409A if Employee’s receipt and Employer or any member of such payment a control group including the Employer is publicly traded on an established securities market or benefit is otherwise (as determined in accordance with Section 409A), your severance benefits (except to the extent otherwise eligible for exclusion from the requirements of Section 409A) will not delayed until be paid or provided to you prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s death your Separation from Service or (ii) the date that is six (6) months after of your death. Upon the Termination Date (such date, first business day following the “expiration of the applicable Section 409A Payment Date”period, all payments deferred pursuant to the preceding sentence will be paid in a lump sum to you (or your estate or beneficiaries), then such payment or benefit shall not and any remaining payments due to you under this Agreement will be paid as otherwise provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Dateherein. Notwithstanding the foregoing, the Company Employer makes no representations or warranties that the payments and benefits provided under this Agreement comply with, or are exempt from, or compliant withSection 409A, Section 409A and in no event shall any member of the Company Group will Employer be liable for all or any portion of any taxes, penalties, interest interest, or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

Section 409A. Notwithstanding anything herein to the contrary: (a) Notwithstanding Although the Company does not guarantee to Executive any provision of this Agreement particular tax treatment relating to the contrarypayments and benefits under this Agreement, all provisions of this Agreement are it is intended to that such payments and benefits be exempt from, or comply with with, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), ) and the applicable Treasury regulations and administrative guidance issued promulgated thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes all provisions of Section 409A, each installment payment provided under this Agreement shall be treated as administered, interpreted and construed in a separate payment. Any payments manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Notwithstanding any other provision hereof, in no event shall the Company be liable for, or be required to be made under this Agreement upon a termination indemnify Executive for, any liability of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” Executive for taxes or penalties under Section 409A. (b) To A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) 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) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and ; (iiiii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided provided, in any other taxable year; , provided, that the foregoing this 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 in which the arrangement is in effect; and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. (cd) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ten calendar days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If under this Agreement, an amount is to be paid in two or more installments, for purposes of Section 409A, each installment shall be treated as a separate payment. (e) Notwithstanding any other provision in this Agreement to the contraryhereof, if any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if Employee’s receipt Executive is, as of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (iitermination, a “specified employee” for purposes of Treas. Reg. § 1.409A-1(i), then any amount payable to Executive pursuant to Section 4 hereof that is neither a short-term deferral within the meaning of Treas. Reg. § 1.409A-1(b)(4) nor within the involuntary separation pay limit under Treas. Reg. § 1.409A-1(b)(9)(iii)(A) will not be paid before the date that is six (6) months after the Termination Date (such datedate of termination, or if earlier, the “Section 409A Payment Date”), then date of Executive’s death. Any payments to which Executive would otherwise be entitled during such non-payment period will be accumulated and paid or benefit shall not be otherwise provided to Employee Executive on the first day of the seventh month following such date of termination, or if earlier, within 30 calendar days of Executive’s death to his surviving spouse (or Employeeto his estate if Executive’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.spouse does not survive him).

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all The provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), ) and the applicable Treasury any final regulations and administrative guidance issued promulgated thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Corporation and administered Employee agree to work together in accordance with such intent. Any payments under good faith to consider amendments to this Agreement that may be excluded from Section 409A either as separation pay due and to an involuntary separation from service take such reasonable actions which are necessary, appropriate or as a short-term deferral shall be excluded from Section 409A desirable to the maximum extent possible. For purposes avoid imposition of Section 409A, each installment any additional tax or income recognition prior to actual payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” Employee under Section 409A. (b) 409A. To the extent that any right to reimbursement of Employee will be reimbursed for costs and expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of benefits, except as otherwise permitted by Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (iia) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (iiib) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided provided, in any other taxable year; provided, provided that the foregoing clause (b) 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 in which the arrangement is in effect. effect and (c) Notwithstanding such payments shall be made on or before the last day of the taxable year following the taxable year in which you incurred the expense. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination constitutes a “Separation from Service” within the meaning of Section 409A 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. Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq., to the maximum extent permitted by that regulation, with any amount that is not exempt from Code Section 409A being subject to Code Section 409A. Notwithstanding anything to the contrary in this Agreement Agreement, if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee’s termination, then only that portion of the severance and benefits payable to Employee pursuant to this Agreement, if any, and any other severance payments or separation benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in one lump sum cash payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if any payment or benefit provided for herein would be subject Employee dies following termination but prior to additional taxes and interest under Section 409A if the six (6) month anniversary of Employee’s receipt of such payment or benefit is not termination date, then any payments delayed until the earlier of (i) in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death or (ii) and all other Deferred Compensation Separation Benefits will be payable in accordance with the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment schedule applicable to each payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.benefit.

Section 409A. (a) Notwithstanding any provision of this This Agreement to the contrary, all provisions of this Agreement are is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and, with respect to amounts that are subject to Section 409A of the Code, shall in all respects be administered in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment Each payment provided under this Agreement shall be treated as a separate paymentpayment for purposes of Section 409A of the Code. Any payments In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit Agreement. All reimbursements and in-kind benefits provided under this Agreement constitutes nonqualified that constitute deferred compensation (within the meaning of Section 409A)409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) any such expense reimbursement in no event shall reimbursements by the Bank or the Company under this Agreement be made by the Company no later than the last day end of the taxable calendar year next following the taxable calendar year in which the applicable fees and expenses were incurred, provided, that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such expense was incurred by Employee, fees and expenses were incurred; (ii) the right to reimbursement or amount of in-kind benefits shall not be subject that the Bank or the Company is obligated to liquidation pay or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during provide in any taxable given calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits that the Bank or the Company is obligated to be provided pay or provide in any other taxable calendar year; provided, that (iii) the foregoing clause shall Executive’s right to have the Bank or the Company pay or provide such reimbursements and in-kind benefits may not be violated with regard to expenses reimbursed under liquidated or exchanged for any arrangement covered by Section 105(bother benefit; and (iv) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member the Bank’s or the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive’s remaining lifetime (or if longer, through the 50th anniversary of the date hereof). Within the time period permitted by the applicable Treasury Regulations, the Company Group be liable for all or may, in consultation with the Executive, modify the Agreement, in the least restrictive manner necessary and without any portion diminution in the value of any taxesthe payments to the Executive, penaltiesin order to cause the provisions of the Agreement to comply with the requirements of Section 409A of the Code, interest or other expenses that may be incurred by Employee so as to avoid the imposition of taxes and penalties on account the Executive pursuant to Section 409A of non-compliance with Section 409A.the Code.

Section 409A. (a) This Agreement is intended to either be exempt from, or in compliance with, Section 409A of the Code. To that 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 of in this Agreement to the contrary, all provisions of the Company shall have the right, in its sole discretion, to adopt such amendments to this Agreement are intended or take such other actions (including amendments and actions with retroactive effect) as it determines is necessary or appropriate for this Agreement to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intenttherefrom. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A.Further: (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement of any costs and expenses by the Company to Employee under this Agreement shall be made by the Company in no event later than the last day close of the Employee’s taxable year following the taxable year in which such the cost or expense was is incurred by Employee, (ii) . The expenses incurred by Employee in any calendar year that are eligible for reimbursement under this Agreement shall not affect the expenses incurred by Employee in any other calendar year that are eligible for reimbursement hereunder and Employee’s right to receive any reimbursement or in-kind benefits hereunder shall not be 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 any other taxable year; provided, benefit. (ii) any payment following a separation from service that constitutes “nonqualified deferred compensation” within the foregoing clause shall not meaning of Section 409A of the Code and which would be violated with regard subject to expenses reimbursed under any arrangement covered by Section 105(b409A(a)(2)(A)(i) of the Code solely because such expenses are subject to as a limit related to the period in which the arrangement is in effect. distribution following a separation from service of a “specified employee” (c) 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 as defined under Section 409A if Employee’s receipt 409A(a)(2)(B)(i) of such payment or benefit is not delayed until the earlier Code) shall be made on the first to occur of (i) ten (10) days after the date expiration of Employee’s death or the six-month (6) period following such separation from service, (ii) the death, or (iii) such earlier date that is six (6) months after the Termination Date (such date, the “complies with Section 409A Payment Date”), then such of the Code. (iii) each payment or benefit that Employee may receive under this Agreement (and any right to a series of installment payments) shall be treated as a “separate payment” for purposes of Section 409A of the Code. (iv) a termination of employment shall not be provided deemed to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under have occurred for purposes of any provision of this Agreement are exempt fromproviding for the payment of any amounts or benefits that constitute “nonqualified deferred compensation” (within the meaning of, or compliant withand subject to, Section 409A and in no event shall any member of the Company Group be liable Code) upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Code and, for all or any portion purposes of any taxessuch provision of this Agreement, penalties, interest references to a “termination,” “termination of employment,” or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.like terms shall mean “separation from service.”

Section 409A. (a) Notwithstanding any provision of The payments and benefits under this Agreement to and the contrary, all provisions terms of this Agreement any release agreement are intended to comply with be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued promulgated thereunder (collectively, “Section 409A”) or an exemption therefrom and, accordingly, to the maximum extent permitted, this Agreement and any release agreement shall be construed interpreted and administered in accordance consistent with such intent. Any payments If under this Agreement that may Agreement, an amount is to be excluded from Section 409A either as separation pay due to an involuntary separation from service paid in two or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For more installments, for purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate paymentpayments. Any payments Without limiting the foregoing, solely to be made the extent required to avoid the imposition of any additional tax or interest to the Employee under Section 409A, any payments, benefits and other obligations under this Agreement upon a that arise in connection with Employee’s “termination of Employee’s employment employment,” “termination” or similar reference in this Agreement shall be triggered only be made if such termination of employment constitutes qualifies as a “separation from service” within the meaning under Section 409A. (b) To 409A. Notwithstanding any other provision of this Agreement, if at the extent that time of the termination of Employee’s employment, Employee is a “specified employee,” for purposes of Section 409A, and any right payments or benefits upon such termination including but not limited to reimbursement of expenses payments or payment of any benefit in-kind benefits under this Agreement constitutes nonqualified deferred compensation (within would otherwise result in additional tax or interest to the meaning of employee under Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall Employee will not be subject entitled to liquidation receive such payments 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, termination of the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estateemployment for any reason, subject to earlier immediate payment if applicablethe employee dies during such six (6) until month period. To the extent required to avoid the imposition of any additional tax or interest under Section 409A Payment Date. Notwithstanding the foregoing409A, the Company makes no representations that the payments and benefits provided amounts reimbursable to under this Agreement are exempt fromshall be paid to Employee on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Employee) during any one year may not affect amounts reimbursable or provided in any subsequent year. If any provision of this Agreement would subject Employee to any additional tax or interest under Section 409A, or compliant withthen Employer shall use its best efforts to amend such provision; provided that Employer shall not incur any additional expense as a result of such amendment. Notwithstanding any other provision hereof, Section 409A and in no event shall any member of the Company Group Employer be liable for, or be required to indemnify Employee for, any liability of Employee for all taxes or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with penalties under Section 409A.

Section 409A. (a) Notwithstanding any other provision of this Agreement to the contrarycontrary or otherwise, all provisions to the extent any expense, reimbursement or in-kind benefit provided to Employee constitutes a “deferral of this Agreement are intended to comply with Section compensation” within the meaning of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury its implementing regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), ): (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided to Employee during any taxable calendar year shall will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to be provided Employee in any other taxable calendar year; provided, that (ii) the foregoing clause reimbursements for expenses for which Employee is entitled to be reimbursed shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) made on or before the last day of the Code solely because such expenses are subject to a limit related to calendar year following the period calendar year in which the arrangement applicable expense is incurred; and (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. (b) For purposes of Section 409A, each payment in effecta series of payments provided to Employee pursuant to this Agreement will be deemed a separate payment. (c) Notwithstanding any other provision of this Agreement to the contrary or otherwise, any payment or benefit described in Paragraph 7 that represents a “deferral of compensation” within the meaning of Section 409A shall only be paid or provided to Employee upon Employee’s “separation from service” within the meaning of Treas.Reg.§1.409A-1(h) (or any successor regulation). To the extent compliance with the requirements of Treas.Reg.§1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A to payments due to Employee upon or following Employee’s “separation from service,” then notwithstanding any other provision of this Agreement (or any otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six (6) months following Employee’s “separation from service” will be deferred (without interest) and paid to Employee in a lump sum immediately following that six (6) month period. In the event Employee dies during that six (6) month period, the amounts deferred on account of Treas.Reg.§1.409A-3(i)(2) (or any successor provision) shall be paid to the personal representatives of Employee’s estate within sixty (60) days following Employee’s death. This provision shall not be construed as preventing payments to Employee pursuant to Paragraph 7 in the first six (6) months following Employee’s “separation from service” equal to an amount up to two (2) times the lesser of: (i) Employee’s annualized compensation for the year prior to the “separation from service;” and (ii) the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Code. (d) Notwithstanding any other provision of this Agreement to the contrary or otherwise, all benefits or payments provided by the Company to Employee that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A are intended to comply with Section 409A. Notwithstanding any other provision in this Agreement to the contrarycontrary or otherwise, if any payment or benefit provided for herein would distributions may only be subject to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided made under this Agreement are exempt from, or compliant with, upon an event and in a manner permitted by Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.an applicable exemption.

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended 1986 (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the Employee’s taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all The provisions of this Agreement are intended to comply with or are exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and the related Treasury Regulations and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Parent and administered the Executive agree to work together in accordance with good faith to consider amendments to this Agreement and to take such intent. Any payments reasonable actions necessary, appropriate or desirable to avoid imposition of any additional tax under Section 409A or income recognition prior to actual payment to the Executive under this Agreement Agreement. It is intended that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided any expense reimbursement made under this Agreement shall be treated as a separate payment. Any payments to be exempt from Section 409A. Notwithstanding the foregoing, if any expense reimbursement made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a determined to be “separation from servicedeferred compensation” under subject to Section 409A. 409A (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A“Deferred Compensation”), then (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (iia) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (iiib) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided provided, in any other taxable year; provided, year (provided that the foregoing this clause (b) 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 in which the arrangement is in effect. ) and (c) such payments shall be made on or before the last day of the taxable year following the taxable year in which the expense was incurred. With respect to the time of payments of any amount under this Agreement that is Deferred Compensation, references in the Agreement to “termination of employment” and substantially similar phrases, including a termination of employment due to the Executive’s Disability, shall mean “Separation from Service” from the Parent within the meaning of Section 409A (determined after applying the presumptions set forth in Treasury Regulation Section 1.409A-1(h)(1)). Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq., to the maximum extent permitted by that regulation, with any amount that is not exempt from Code Section 409A being subject to Code Section 409A. Notwithstanding any provision anything to the contrary in this Agreement Agreement, if the Executive is a “specified employee” within the meaning of Section 409A at the time of the Executive’s termination, then only that portion of the severance and benefits payable to the Executive pursuant to this Agreement, if any, and any other severance payments or separation benefits which may be considered Deferred Compensation (together, the “Deferred Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following the Executive’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Separation Benefits in excess of the Section 409A Limit otherwise due to the Executive on or within the six (6) month period following the Executive’s termination will accrue during such six (6) month period and will become payable in one lump sum cash payment on the date six (6) months and one (1) day following the date of the Executive’s termination of employment. All subsequent Deferred Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if any payment or benefit provided for herein would be subject the Executive dies following termination but prior to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months month anniversary of the Executive’s termination date, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the Termination Date (such date, date of the “Section 409A Payment Date”), then such Executive’s death and all other Deferred Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.benefit.

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), ) and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the Employee’s taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

Section 409A. (a) Notwithstanding any provision It is intended that all of the Severance Benefits and other payments payable under this Agreement to be exempt from the contraryapplication of Code Section 409A, all and if not so exempt that they comply with the provisions of Section 409A, and this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall will be construed and administered in accordance with such intentinterpreted accordingly. Any For purposes of Code Section 409A, your right to receive any installment payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service (whether severance payments, reimbursements or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Any Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (a) the expiration of the six-month period measured from the date of your Separation from Service with the Company, (b) the date of your death or (c) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. With respect to payments to be made under this Agreement upon a termination execution of Employee’s employment shall only an effective release, if the release revocation period spans two calendar years, payments will be made if such termination in the second of employment constitutes a “separation from service” under Section 409A. (b) To the two calendar years to the extent that any right necessary to reimbursement of expenses avoid taxation under Code Section 409A. With respect to reimbursements or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation benefits provided to you hereunder (within the meaning of or otherwise) that are not exempt from Section 409A), the following rules shall apply: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any such expense one of your taxable years shall not affect the expenses eligible for reimbursement, or in-kind benefit to be provided in any other taxable year, (ii) in the case of any reimbursements of eligible expenses, reimbursement shall be made by the Company no later than on or before the last day of the your taxable year following the taxable year in which such the expense was incurred by Employee, and (iiiii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended 1986 (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the Employee’s taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A. (d) To the extent that the aggregate amount of the installments of the Severance Payment that would otherwise be paid pursuant to the provisions of Section 7(f)(ii)(A) after March 15 of the calendar year following the calendar year in which the Termination Date occurs (the “Applicable March 15”) exceeds the maximum exemption amount under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), then such excess shall be paid to Employee in a lump sum on the Applicable March 15 (or the first business day preceding the Applicable March 15 if the Applicable March 15 is not a business day) and the installments of the Severance Payment payable after the Applicable March 15 shall be reduced by such excess (beginning with the installment first payable after the Applicable March 15 and continuing with the next succeeding installment until the aggregate reduction equals such excess).

Section 409A. (a) Notwithstanding any provision of To the extent applicable, it is intended that the payments and benefits provided under this Agreement to the contrary, all provisions of this Agreement are intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and this Agreement shall be construed and administered interpreted in accordance a manner consistent with such this intent. Any Solely for purposes of determining the time and form of payments due under this Agreement that may or otherwise in connection with his termination of employment with the Company, Executive shall not be excluded deemed to have incurred a termination of employment unless and until he shall incur a “separation from service” within the meaning of Section 409A either as separation pay due to an involuntary separation from service of the Code. It is intended that each payment or as installment of a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, payment and each installment payment benefit provided under this Agreement shall be treated as a separate “payment. Any payments to be made under this Agreement upon a termination ” for purposes of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) 409A. To the extent that the Company and Executive determine that any right provision of this Agreement could reasonably be expected to reimbursement of expenses or result in Executive's being subject to the payment of interest or additional tax under Section 409A, the Company and Executive agree, to the extent reasonably possible as determined in good faith, to amend this Agreement, retroactively, if necessary, in order to avoid the imposition of any benefit such interest or additional tax under Section 409A. All reimbursements and in-kind benefits provided under this the Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by or provided in accordance with the Company no later than requirements of Section 409A to the last day of the taxable year following the taxable year in which extent that such expense was incurred by Employee, (ii) the right to reimbursement reimbursements or in-kind benefits shall not be are subject to liquidation Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during Executive's lifetime (or exchange for another benefitduring a shorter period of time specified in this Agreement), and (iiiii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable a calendar year shall may not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; providedcalendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), that (iii) the foregoing clause shall not reimbursement of an eligible expense will be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) made on or before the last day of the Code solely because such expenses are subject to a limit related to calendar year following the period year in which the arrangement expense is in effect. incurred and (civ) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. Notwithstanding any other provision in this Agreement Agreement, if as of Executive's separation from service, the Executive is a “specified employee” as determined by the Company, then to the contrary, if extent any payment amount payable or benefit provided for herein under this Agreement that the Company reasonably determines would be subject to additional taxes and interest under nonqualified deferred compensation within the meaning of Section 409A if Employee’s receipt of such the Code, for which payment or benefit is not delayed until the earlier triggered by Executive's separation from service (other than on account of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”death), then and that under the terms of this Agreement would be payable prior to the six-month anniversary of the Executive's separation from service, such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) delayed until the Section 409A Payment Dateearlier to occur of (a) the six-month anniversary of such termination date or (b) the date of the Executive's death. Notwithstanding In the foregoingcase of taxable benefits that constitute deferred compensation, the Company, in lieu of a delay in payment, may require the Executive to pay the full costs of such benefits during the period described in the preceding sentence and reimburse that Executive for said costs within thirty (30) calendar days after the end of such period. Nothing herein shall be construed as any guarantee by the Company makes no representations that the of any particular tax treatment of any income or payments and benefits to Executive provided under pursuant to this Agreement are exempt fromor other agreements or arrangements contemplated by this Agreement, or compliant with, Section 409A and in no event shall any member of the Company Group be liable Executive remains solely responsible for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee applicable taxes on account of non-compliance with Section 409A.such income and payments.

Section 409A. (a) The parties hereby agree that this Agreement is intended to satisfy the requirements of Section 409A with respect to amounts, if any, subject thereto and shall be interpreted, construed, and administered consistent with such intent. Each payment made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. Notwithstanding any provision of in this Agreement to the contrary, all provisions of this Agreement are intended to comply with if Executive is a “specified employee” (as such term is defined in Section 409A of and as determined by the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered Employer in accordance with any method permitted under Section 409A) and any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if Executive’s receipt of such intentpayment or benefit is not delayed until the Section 409A Payment Date, then such payment or benefit shall not be provided to Executive (or Executive’s estate, if applicable) until the Section 409A Payment Date. Any payments Notwithstanding anything to the contrary in this Agreement or elsewhere, any payment or benefit under this Agreement or otherwise that may be excluded is exempt from Section 409A either as separation pay due pursuant to an involuntary separation from service Treasury Regulation § 1.409A-l(b)(9)(v)(A) or as a short(C) (relating to certain reimbursements and in-term deferral kind benefits) shall be excluded from Section 409A paid or provided only to the maximum extent possible. For purposes that the expenses are not incurred, or the benefits are not provided, beyond the last day of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employeethe second calendar year following the calendar year in which Executive’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent occurs; and provided further that any right to reimbursement of such expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company are reimbursed no later than the last day of the taxable third calendar year following the taxable calendar year in which such Executive’s “separation from service” occurs. To the extent any expense was incurred by Employee, reimbursement or the provision of any in-kind benefit is determined to be subject to Section 409A (iiand not exempt pursuant to the prior sentence or otherwise) (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iiiii) the amount of any such expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided provided, in any other taxable year; provided, that and (iii) such payments shall be made on or before the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) last day of Executive’s taxable year following the Code solely because such expenses are subject to a limit related to the period taxable year in which the arrangement is in effectexpense occurred. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the Employee’s taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

Section 409A. (a) Notwithstanding any provision of this Agreement Payments pursuant to the contrary, all provisions of this Agreement are intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended or 1986 (the “Code”) and accompanying regulations and other binding guidance promulgated thereunder (“Section 409A”), and the applicable Treasury regulations provisions of this Agreement will be administered, interpreted and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intentaccordingly. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes upon a “separation from service” under Section 409A. (b) 409A. To the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section 409A, (i) such reimbursement or benefit will be provided no later than December 31 of the year following the year in which the expense was incurred; (ii) the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year; and (iii) the right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall may not be subject to liquidation liquidated or exchange exchanged 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Datebenefit. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, comply with Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Employee on account of non-compliance with Section 409A.409A. Any provision of this Agreement to the contrary notwithstanding, if the Employee is deemed to be a “specified employee” (within the meaning of Section 409A), then with regard to any Severance Benefit or other payment or benefit under this Agreement that is “deferred compensation” (within the meaning of Section 409A) and which is paid as a result of the Employee’s “separation from service” (within the meaning of Section 409A), such payment or benefit shall be made or provided at the date which is the earlier of (A) six (6) months and one (1) day following the date of Employee’s separation from service, and (B) the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to the preceding sentence (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 Employee in a lump sum without interest, 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.

Section 409A. (a) Notwithstanding any provision The intent of the parties is that payments and benefits under this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, 1986 as amended (“the “Code”), ) and the applicable Treasury regulations and administrative guidance issued promulgated thereunder (collectively, “Section 409A”) or an exemption 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 except to the extent exempt as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A deferrals or otherwise) and, accordingly, to the maximum extent possiblepermitted, this Agreement shall be interpreted to be in compliance therewith. For A termination of employment shall not be deemed to have occurred for purposes of Section 409A, each installment payment provided under any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A of the Code upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the 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.” The determination of whether and when a separation from service has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, US Treasury Regulation Section 1.409A-1(h) or any successor provision thereto. It is intended that each installment, if any, of the payments and benefits provided hereunder shall be treated as a separate “payment” for purposes of Section 409A of the Code. Any Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to be made the extent specifically permitted or required by Section 409A of the Code. All reimbursements and in-kind benefits provided under this Agreement upon a termination of Employee’s employment or otherwise to the Executive shall only be made if such termination or provided in accordance with the requirements of employment constitutes a “separation from service” under Section 409A. (b) To 409A of the Code to the extent that any right to reimbursement of expenses such reimbursements or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within benefits are subject to Section 409A of the meaning of Section 409A), (i) any such expense reimbursement Code. All expenses or other reimbursements paid pursuant herewith and therewith that are taxable income to the Executive shall in no event be made by the Company no paid later than the last day end of the taxable calendar year next following the taxable calendar year in which the Executive incurs such expense was incurred or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by EmployeeSection 409A of the Code, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits provided provided, during any taxable year shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided provided, in any other taxable year; provided, that provided that, the foregoing clause 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 in which the arrangement is in effect. (c) Notwithstanding effect and such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense occurred. In no event shall the Company be required to pay Executive any provision in this Agreement “gross-up” or other payment with respect to the contrary, if any payment taxes or benefit provided for herein would be subject to additional taxes and interest penalties imposed under Section 409A if Employee’s receipt of the Code with respect to any benefit paid or promised to Executive hereunder. In the event that at the time of a separation from service the Executive is a “specified employee” as defined by Section 409A, no amount payable to the Executive by reason of such payment or benefit is not delayed separation from service that constitutes deferred compensation subject to Section 409A shall be paid until the earlier of (i) the first day of the seventh month following the month that includes the separation from service, or the date of Employeethe Executive’s death or (ii) the death, and any amount that would otherwise have been paid prior to such date that is six (6) months after the Termination Date (shall be paid as soon as practical following such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.a lump sum without interest.

Section 409A. (a) Notwithstanding any provision of It is intended that payments and benefits made or provided under this Agreement to the contrary, all provisions of this Agreement are intended to shall comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possiblethereto. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each installment payment provided of compensation under this Agreement shall be treated as a separate payment. Any payment of compensation for purposes of applying the exclusion under Section 409A for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Section 409A. All payments to be made under this Agreement upon a termination of Employee’s employment shall under this Agreement may only be made if such termination of employment constitutes upon a “separation from service” under Section 409A. (b) To 409A to the extent that any right necessary in order to reimbursement avoid the imposition of expenses penalty taxes on the Executive pursuant to Section 409A. In no event may the Executive, directly or payment indirectly, designate the calendar year of any benefit payment under this Agreement. Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement constitutes nonqualified deferred compensation (within that are subject to Section 409A shall be made in accordance with the meaning requirements of Section 409A), including, where applicable, the requirement that (i) any such reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense reimbursement shall will be made by the Company no later than the last day of the taxable calendar year following the taxable year in which such the expense was incurred by Employee, is incurred; and (iiiv) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. Without limiting the generality of the foregoing, to the extent required in order to comply with Section 409A, amounts 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 paid or provided in any other taxable year; providedunder Section 4 of this Agreement during the period between the Executive’s termination of service with the Company and the six-month anniversary thereof, that the foregoing clause 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 paid or provided to the period in which Executive on the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) first business day after the date that is six (6) months after following the Termination Date (date of such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.termination.

Section 409A. (a) The parties hereby agree that this Agreement is intended to satisfy the requirements of Section 409A with respect to amounts, if any, subject thereto and shall be interpreted, construed, and administered consistent with such intent. Each payment made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. Notwithstanding any provision of in this Agreement to the contrary, all provisions of this Agreement are intended to comply with if Executive is a “specified employee” (as such term is defined in Section 409A of and as determined by the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered Company in accordance with any method permitted under Section 409A) and any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if Executive’s receipt of such intentpayment or benefit is not delayed until the Section 409A Payment Date, then such payment or benefit shall not be provided to Executive (or Executive’s estate, if applicable) until the Section 409A Payment Date. Any payments Notwithstanding anything to the contrary in this Agreement or elsewhere, any payment or benefit under this Agreement or otherwise that may be excluded is exempt from Section 409A either as separation pay due pursuant to an involuntary separation from service Treasury Regulation § 1.409A-l(b)(9)(v)(A) or as a short(C) (relating to certain reimbursements and in-term deferral kind benefits) shall be excluded from Section 409A paid or provided only to the maximum extent possible. For purposes that the expenses are not incurred, or the benefits are not provided, beyond the last day of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employeethe second calendar year following the calendar year in which Executive’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent occurs; and provided further that any right to reimbursement of such expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company are reimbursed no later than the last day of the taxable third calendar year following the taxable calendar year in which such Executive’s “separation from service” occurs. To the extent any expense was incurred by Employee, reimbursement or the provision of any in-kind benefit is determined to be subject to Section 409A (iiand not exempt pursuant to the prior sentence or otherwise) (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iiiii) the amount of any such expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided provided, in any other taxable year; provided, that and (iii) such payments shall be made on or before the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) last day of Executive’s taxable year following the Code solely because such expenses are subject to a limit related to the period taxable year in which the arrangement is in effectexpense occurred. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

Section 409A. (a) Notwithstanding any provision of this This Agreement to and the contrary, all provisions of this Agreement amounts payable and other benefits hereunder are intended to comply with with, or otherwise be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and ). This Agreement shall be administered, interpreted and construed and administered in accordance a manner consistent with such intent. Any payments under Section 409A. If any provision of this Agreement that may is found not to comply with, or otherwise not to be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to exempt from, the maximum extent possible. For purposes provisions of Section 409A, each installment it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment provided under this Agreement shall be treated as a separate payment. Any identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments to be made and other benefits under this Agreement upon a termination Agreement. With respect to any reimbursement of Employee’s employment shall only be made if expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment provision of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation benefits shall be subject to the following conditions: (within 1) the meaning expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 409A), 105(b) of the Internal Revenue Code; (i2) any such the reimbursement of an eligible expense reimbursement shall be made by the Company no later than the last day end of the taxable year following after the taxable year in which such expense was incurred by Employee, incurred; and (ii3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and . If a payment obligation under this Agreement arises on account of the Executive’s separation from service (iiias defined under Treasury Regulation Section 1.409A-1(h)) while 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 shall not be violated with regard to expenses reimbursed Executive is a “specified employee” (as defined under any arrangement covered by Section 105(b) 409A of the Code solely because such expenses are subject to a limit related and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the period exemptions in which Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the arrangement is in effect. (c) Notwithstanding any provision in this Agreement to first day of the contrary, if any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) seventh month beginning after the date of Employeethe Executive’s death or (ii) the date that is six (6) months separation from service or, if earlier, within 15 days after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member appointment of the Company Group be liable for all personal representative or any portion executor of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.the Executive’s estate following his death.

Section 409A. (a) Notwithstanding any provision of this Agreement Payments pursuant to the contrary, all provisions of this Agreement are intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended and accompanying regulations and other binding guidance promulgated thereunder (the “CodeSection 409A”), and the applicable Treasury regulations provision of this Agreement will be administered, interpreted and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intentaccordingly. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes purpose of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes upon a “separation from service” under Section 409A. (b) 409A. To the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section 409A, (i) such reimbursement or benefit will be provided no later than December 31 of the year following the year in which the expense was incurred; (ii) the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year and (iii) the right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall may not be subject to liquidation liquidated or exchange exchanged 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Datebenefit. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, comply with Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Employee on account of non-compliance with Section 409A.

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) Notwithstanding any provision in this Agreement to the contrary, (i) if any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of (iA) the date of Employee’s death or (iiB) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date, and (ii) to the extent any payment hereunder constitutes nonqualified deferred compensation (within the meaning of Section 409A), then each such payment which is conditioned upon Employee’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year shall be paid or provided in the later of the two taxable years. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of EmployeeExecutive’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by EmployeeExecutive, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 EmployeeExecutive’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of EmployeeExecutive’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee Executive (or EmployeeExecutive’s estate, if applicable) until the Section 409A Payment Date. . (d) Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee Executive on account of non-compliance with Section 409A.

Section 409A. (ai) Notwithstanding If the Company determines in good faith that any provision of this Agreement would cause the Executive to the contraryincur an additional tax, all provisions of this Agreement are intended to comply with penalty, or interest under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) ), the Company and the Executive shall use reasonable efforts to reform such provision, if possible, in a mutually agreeable fashion to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A or an exemption therefrom and causing the imposition of such additional tax, penalty, or interest under Section 409A. The preceding provision, however, shall not be construed and administered as a guarantee by the Company of any particular tax effect to the Executive under this Agreement. (ii) “Termination of employment,” or words of similar import, as used in accordance with such intent. Any this Agreement means, for purposes of any payments under this Agreement that may be excluded from are payments of deferred compensation subject to Section 409A either as separation pay due to an involuntary 409A, the Executive’s “separation from service or service” as a short-term deferral shall be excluded from defined in Section 409A to the maximum extent possible. 409A. For purposes of Section 409A, each the right to a series of installment payment provided payments under this Agreement shall be treated as a right to a series of separate payment. Any payments payments. (iii) With respect to be made any reimbursement of expenses of, or any provision of in-kind benefits to, Executive, as specified under this Agreement upon a termination of Employee’s employment shall only be made if Agreement, such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment provision of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation benefits shall be subject to the following conditions: (within 1) the meaning expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 409A), 105(b) of the Code; (i2) any such the reimbursement of an eligible expense reimbursement shall be made by the Company no later than the last day end of the taxable year following after the taxable year in which such expense was incurred by Employee, incurred; and (ii3) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (civ) Notwithstanding any provision in If a payment obligation under this Agreement to or other compensation arrangement arises on account of Executive’s separation from service while the contrary, if any payment or benefit provided for herein would be subject to additional taxes and interest Executive is a “specified employee” (as defined under Section 409A if Employee’s receipt and determined in good faith by the Compensation Committee), any payment of such payment or benefit is not delayed until “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the earlier of exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (ib)(12)) the date of Employee’s death or (ii) the date that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest and shall be paid within 15 days after the Termination Date (end of the six-month period beginning on the date of such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estateseparation from service or, if applicable) until earlier, within 15 days after the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member appointment of the Company Group be liable for all personal representative or any portion executor of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.the Executive’s estate following his death.

Section 409A. (a) Notwithstanding any provision In the event that it is reasonably determined by Blackstone that, as a result of this Agreement to the contrary, all provisions of this Agreement are intended to comply with deferred compensation tax rules under Section 409A of the Internal Revenue Code of 1986, as amended (and any related regulations or other pronouncements thereunder) (the “CodeDeferred Compensation Tax Rules”), any of the payments and benefits that Founding Member is entitled to under the applicable Treasury regulations and administrative guidance issued thereunder (collectivelyterms of this Founding Member Agreement or otherwise may not be made at the time contemplated by the terms hereof or thereof, as the case may be, without causing Founding Member to be subject to tax under the Deferred Compensation Tax Rules, Blackstone shall, in lieu of providing such payment or benefit when otherwise due under this Agreement, instead provide such payment or benefit on the first day on which such provision would not result in Founding Member incurring any tax liability under the Deferred Compensation Tax Rules; which day, if Founding Member is a “Section 409A”) or an exemption therefrom and specified employee” within the meaning of the Deferred Compensation Tax Rules, shall be construed and administered the first day following the six-month period beginning on the date of Founding Member’s separation from service. In addition, in accordance with such intent. Any the event that any payments or benefits that Blackstone would otherwise be required to provide under this Founding Member Agreement cannot be provided in the manner contemplated herein without subjecting Founding Member to tax under the Deferred Compensation Tax Rules, Blackstone shall provide such intended payments or benefits to Founding Member in an alternative manner that conveys an equivalent economic benefit to Founding Member as soon as practicable as may otherwise be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to permitted under the maximum extent possibleDeferred Compensation Tax Rules. For purposes of Section 409Athe Deferred Compensation Tax Rules, each installment payment provided made under this Agreement shall be treated designated as a “separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effectDeferred Compensation Tax Rules. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

Section 409A. (ai) Notwithstanding any provision of this Agreement to the contrary, all The provisions of this Agreement are will be administered, interpreted and construed in a manner intended to comply with Section 409A of the Internal Revenue Code of 1986Code, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder or any exception thereto (collectivelyor disregarded to the extent such provision cannot be so administered, “interpreted, or construed). (ii) For purposes of Section 409A”) or an exemption therefrom and , each payment hereunder, including each severance installment payment, 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 or treated as a short-term deferral shall “separate payment” within the meaning of Section 409A. For purposes of this Agreement, each payment is intended to be excluded excepted from Section 409A to the maximum extent possibleprovided under Section 409A. Employee shall have no right to designate the date of any payment hereunder. For purposes of Notwithstanding anything to the contrary herein, to the extent required by Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only not be made if such deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts upon or following a termination of employment constitutes unless such termination is also a “separation from service” under within the meaning of Section 409A. (b) To 409A. Notwithstanding anything to the contrary herein, except to the extent that any right to expense, reimbursement of expenses or payment of any benefit in-kind under benefit provided pursuant to this Agreement constitutes nonqualified deferred compensation (does not constitute a “deferral of compensation” within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iiix) the amount of expenses eligible for reimbursement or in-kind benefits provided to Employee during any taxable calendar year shall will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to be provided Employee in any other taxable calendar year; provided, that (y) the foregoing clause reimbursements for expenses for which Employee is entitled to be reimbursed shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) made on or before the last day of the Code solely because such expenses are subject to a limit related to calendar year following the period calendar year in which the arrangement applicable expense is in effectincurred and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. (ciii) With respect to payments subject to Section 409A (and not excepted therefrom), if any, it is intended that each payment is paid on permissible distribution event and at a specified time consistent with Section 409A. Notwithstanding any provision in of this Agreement to the contrary, if any to the extent that a payment or benefit provided for herein would be hereunder is subject to additional taxes and interest under Section 409A if Employee’s receipt (and not excepted therefrom) and payable on account of a “separation from service” within the meaning of Section 409A, such payment or benefit is not shall be delayed until the earlier for a period of (i) six months after the date of Employee’s death or such separation from service (ii) the date that is six (6) months after the Termination Date (such dateor, if earlier, the death of Employee) if Employee is a “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee specified employee” (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, as defined in Section 409A and determined in no event shall any member accordance with the procedures established by Employer). Any payment that would otherwise have been due or owing during such six-month period will be paid immediately following the end of the Company Group six-month (iv) Notwithstanding any provision of this Agreement to the contrary, Employee acknowledges and agrees that neither Employer nor any of the Employer Entities shall be liable for all for, and nothing provided or contained in this Agreement will be construed to obligate or cause Employer or any portion of the Employer Entities to be liable for, any taxes, penaltiestax, interest or other expenses that may be incurred by penalties imposed on Employee on account related to or arising with respect to any violation of non-compliance with Section 409A.

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended 1986 (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employeethe Executive’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the Executive’s taxable year following the taxable year in which such expense was incurred by Employeethe Executive, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 Employeethe Executive’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employeethe Executive’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee the Executive (or Employeethe Executive’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group or any of its Affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee the Executive on account of non-compliance with Section 409A.

Section 409A. (a) Notwithstanding any provision of this This Agreement to the contrary, all provisions of this Agreement are is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be interpreted in a manner so that no payment due to Employee shall be subject to an “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. To the extent that any provision in the Agreement is ambiguous as to its compliance with Section 409A of the Code, or to the extent any provision in the Agreement must be modified to comply with Section 409A of the Code, such provision shall be read, or shall be modified (with the mutual consent of the parties), and as the applicable Treasury regulations and administrative guidance issued thereunder (collectivelycase may be, “Section 409A”) or an exemption therefrom and in such a manner so that no payment due to Employee 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 subject to an involuntary separation from service or as a short-term deferral shall be excluded from “additional tax” within the meaning of Section 409A to 409A(a)(1)(B) of the maximum extent possibleCode. For purposes of Section 409A409A of the Code, each installment payment provided made under this Agreement shall be treated as a separate payment. Any payments to be made In no event may Employee, directly or indirectly, designate the calendar year of any payment. All reimbursements provided under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To or provided in accordance with the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning requirements of Section 409A)409A of the Code, including, where applicable, the requirement that (i) any such reimbursement be for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense reimbursement shall will be made by the Company no later than on or before the last day of the taxable calendar year following the taxable year in which such the expense was incurred by Employeeis incurred, and (iiiv) the right to reimbursement or in-kind benefits shall is not be 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 any other taxable year; provided, that the foregoing clause 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 . Notwithstanding anything to the period in which the arrangement is in effect. (c) Notwithstanding any provision in this Agreement to the contrarycontrary herein, if any a payment or benefit provided under this Agreement is due to a “separation from service” for herein would purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Employee is determined to be subject to additional taxes and interest a “specified employee” (as determined under Section 409A if Employee’s receipt of Treas. Reg. § 1.409A-1(i)), such payment or benefit shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made or provided on the later of the date specified by the foregoing provisions of this Agreement or the date that is not delayed until the earlier of (i) six months after the date of Employee’s death or separation from service (ii) or, if earlier, the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or of Employee’s estate, if applicable) until death). Any installment payments that are delayed pursuant to this Section 10 shall be accumulated and paid in a lump sum on the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member first day of the Company Group be liable for all or any portion seventh month following Employee’s separation from service, and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. This Section 10 shall survive the termination of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.this Agreement.

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), ) and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the Employee’s taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are The Separation Payment is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 qualify as separation pay due to an involuntary separation Separation from service Service under Treasury Regulation §1.409A-1(b)(9)(iii). To the extent the Separation Payment, or as a short-term deferral any portion thereof, so qualifies or is otherwise exempt from the requirements of Section 409A, such amount shall be excluded paid in full as set forth in Section 5(a). If all or any portion of the Separation Payment does not qualify as separation pay due to involuntary Separation from Service under Treasury Regulation §1.409A-1(b)(9)(iii) and is not otherwise exempt from the requirements of Section 409A to such amount shall be paid as follows: (a) if I am not a Specified Employee, such amount shall be paid in full as set forth in Section 5(a), or (b) if I am a Specified Employee, such amount shall be paid in full on the maximum extent possibledate that is six months following the date of my Separation from Service. For purposes of this Agreement, the terms “Separation from Service” and “Specified Employee” have the meanings ascribed to those terms in Section 409A. Furthermore, if I am a Specified Employee and the benefits specified in this Section 5(a) are taxable to me and not otherwise exempt from Section 409A, each installment payment provided the following provisions shall apply to the reimbursement or provision of such benefits. Any amounts to which I would otherwise be entitled under this Agreement Section 5(a) during the first six months following the date of my Separation from Service shall be treated as accumulated and paid to me on the date that is six months following the date of my Separation from Service. Except for any reimbursements under the applicable group health plan that are subject to a separate payment. Any payments to be made under this Agreement upon limitation on reimbursements during a termination specified period, the amount of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” expenses eligible for reimbursement under Section 409A. (b) To the extent that any right to reimbursement of expenses 5(a), or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within benefits provided, during my taxable year shall not affect the meaning expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of mine. Any reimbursement of an expense described in Section 409A), (i5(a) any such expense reimbursement shall be made by the Company no later than on or before the last day of the my taxable year following the my taxable year in which such the expense was incurred by Employee, (ii) the incurred. My right to reimbursement or in-kind benefits pursuant to Section 5(a) shall not be subject to liquidation or exchange for another benefit. Subject to my Group Medical Plan COBRA Coverage Continuation rights under section 4980B of the Code, the benefits listed in this Section 5(a) shall be reduced to the extent benefits of the same type are received by me, my spouse or any eligible dependent from any other person during such period, 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 any other taxable year; provided, further, that I shall have the foregoing clause shall not be violated with regard obligation 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 in which the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, notify the Company makes no representations that the payments and benefits provided under this Agreement I or they are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.receiving such benefits.

Section 409A. (a) Notwithstanding any provision The intent of the parties is that payments and benefits under this Agreement to the contrarycomply with, all provisions of this Agreement are intended to comply with or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued promulgated thereunder (collectively, “Code Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate paymentinterpreted consistently therewith. Any payments With regard to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent any provision herein that any right to provides for reimbursement of costs and expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of benefits, except as permitted by Code Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iiiii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided provided, in any other taxable year; provided, provided that the foregoing this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b105(a) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. , and (ciii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense occurred, provided that any tax gross-ups may be reimbursed by the end of the calendar year following the calendar year in which such taxes are remitted to the taxing authorities. For purposes of Code Section 409A, each payment hereunder shall be treated as a separate payment and the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation. Termination of employment as used herein shall mean separation from service within the meaning of Code Section 409A. Notwithstanding any provision anything in this Agreement to the contrary, to the extent required by Code Section 409A, if any payment or benefit provided the Executive is considered a “specified employee” for herein would be subject to additional taxes and interest under purposes of Code Section 409A of the Code and if Employee’s receipt payment of such payment or benefit any amounts under this Agreement is not required to be delayed until the earlier for a period of (i) the date of Employee’s death or (ii) the date that is six (6) months after separation from service pursuant to Code Section 409A, payments of such amounts shall be delayed as required by Code Section 409A, and the Termination Date accumulated amounts shall be paid in a lump sum payment within ten (such date10) days after the end of the six (6)-month period. If the Executive dies during the postponement period prior to the payment of benefits, the “amounts withheld on account of Code Section 409A Payment Date”), then such payment shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. The Company is not making any representation or benefit shall not be provided warranty to Employee (or Employee’s estate, if applicable) until the Executive with respect to the treatment of this Agreement under Code Section 409A Payment Date. Notwithstanding the foregoing, the Company makes and shall have no representations that the liability to Executive or any other person with respect to payments and or benefits provided under this Agreement are exempt from, should any payments or compliant with, benefits under this Agreement be determined to constitute nonqualified deferred compensation subject to Code Section 409A and in no event shall any member but not satisfying the conditions of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.such section.

Section 409A. (a) Notwithstanding any provision of It is intended that all payments under this Agreement to the contrary, all provisions of this Agreement are intended to shall either comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and ). To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be construed and administered interpreted in accordance with such intenta manner so that no amount payable hereunder shall be subject to an “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. In no event may Executive directly or indirectly designate the calendar year of payment. Each payment under this Agreement shall be a separate payment for purposes of Section 409A. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) Notwithstanding any provision in this Agreement anything contained herein to the contrary, Executive shall not be considered to have terminated employment with Employer for purposes of this Agreement unless Executive would be considered to have incurred a “separation of service” from Employer under Section 409A. Notwithstanding anything herein to the contrary, in the event the period for Executive to consider and, if applicable, revoke any release of claims begins in one calendar year and ends in a second calendar year, any “nonqualified deferred compensation” subject to, and not exempt from, Section 409A, shall be paid on the first day of the second calendar year, subject to any other conditions to its payment. It is the intent of Employer that the provisions of this Agreement be interpreted to comply in all respects with Section 409A; however, Employer shall have no liability to Executive, or any successor or beneficiary thereof, in the event taxes, interest, penalties or excise taxes may ultimately be determined to be applicable to any payment or benefit provided received by Executive or any successor or beneficiary thereof, nor for herein would be reporting in good faith any payment of benefit as subject to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until 409A. Notwithstanding anything herein to the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such datecontrary, the “Section 409A Payment Date”), then such payment or benefit shall not no amendment may be provided made to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of if it would cause the Company Group be liable for all Agreement or any portion of any taxes, penalties, interest or other expenses that may payment hereunder not to be incurred by Employee on account of non-in compliance with Code Section 409A.

Section 409A. (a) Notwithstanding If the Company determines in good faith that any provision of this Agreement would cause Employee to the contraryincur an additional tax, all provisions of this Agreement are intended to comply with penalty, or interest under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) ), the Company and Employee shall use reasonable efforts to reform such provision, if possible, in a mutually agreeable fashion to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A or an exemption therefrom and causing the imposition of such additional tax, penalty, or interest under Section 409A. The preceding provision, however, shall not be construed and administered as a guarantee by the Company of any particular tax effect to Employee under this Agreement. (b) “Termination of employment,” or words of similar import, as used in accordance with such intent. Any this Agreement means, for purposes of any payments under this Agreement that may be excluded from are payments of deferred compensation subject to Section 409A either as separation pay due to an involuntary 409A, the Employee’s “separation from service or service” as a short-term deferral shall be excluded from defined in Section 409A to the maximum extent possible. 409A. For purposes of Section 409A, each the right to a series of installment payment provided payments under this Agreement shall be treated as a right to a series of separate payment. Any payments payments. (c) With respect to be made any reimbursement of expenses of, or any provision of in-kind benefits to, Employee, as specified under this Agreement upon a termination of Employee’s employment shall only be made if Agreement, such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment provision of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation benefits shall be subject to the following conditions: (within 1) the meaning expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 409A), 105(b) of the Code; (i2) any such the reimbursement of an eligible expense reimbursement shall be made by the Company no later than the last day end of the taxable year following after the taxable year in which such expense was incurred by Employee, incurred; and (ii3) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (cd) Notwithstanding any provision in If a payment obligation under this Agreement to the contrary, if any payment or benefit provided for herein would be subject to additional taxes and interest other compensation arrangement arises on account of Employee’s separation from service while Employee is a “specified employee” (as defined under Section 409A if Employee’s receipt and determined in good faith by the Company), any payment of such payment or benefit is not delayed until “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the earlier of exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (ib)(12)) the date of Employee’s death or (ii) the date that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest and shall be paid within 15 days after the Termination Date (end of the six-month period beginning on the date of such dateseparation from service or, if earlier, within 15 days after the “Section 409A Payment Date”), then such payment appointment of the personal representative or benefit shall not be provided to Employee (or executor of Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.estate following his death.

Section 409A. (a) Notwithstanding any provision of this Agreement Payments pursuant to the contrary, all provisions of this Agreement are intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended 1986 (the “Code”) and accompanying regulations and other binding guidance promulgated thereunder (“Section 409A”), and the applicable Treasury regulations provisions of this Agreement will be administered, interpreted and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intentaccordingly. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes upon a “separation from service” under Section 409A. (b) 409A. To the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section 409A, (i) such reimbursement or benefit will be provided no later than December 31 of the year following the year in which the expense was incurred; (ii) the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year; and (iii) the right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall may not be subject to liquidation liquidated or exchange exchanged 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Datebenefit. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, comply with Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Employee on account of non-compliance with Section 409A.409A. Any provision of this Agreement to the contrary notwithstanding, if the Employee is deemed to be a “specified employee” (within the meaning of Section 409A), then with regard to any payment or benefit under this Agreement that is “deferred compensation” (within the meaning of Section 409A) and which is paid as a result of the Employee’s “separation from service” (within the meaning of Section 409A), such payment or benefit shall be made or provided at the date which is the earlier of (A) six (6) months and one (1) day following the date of Employee’s separation from service, and

Section 409A. (a) This Agreement is intended to comply with Section 409A to the extent Section 409A is applicable to this Agreement. Notwithstanding any other provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as interpreted, operated and administered by the Company in a separate payment. Any payments manner consistent with such intention and to be made avoid the pre-distribution inclusion in income of amounts deferred under this Agreement and the imposition of any additional tax or interest with respect thereto. Notwithstanding any other provision of this Agreement to the contrary, to the extent that any payment under this Agreement constitutes “nonqualified deferred compensation” under Section 409A, the following shall apply to the extent Section 409A is applicable to such payment: a. Any payable that is triggered upon a the Employee’s termination of Employee’s employment shall be paid only be made if such termination of employment constitutes a “separation from service” under Section 409A.409A; and (b) To the extent that any right to reimbursement of b. All expenses or payment of any benefit in-kind under other reimbursements paid pursuant to this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement that are taxable income to Employee shall be made by the Company paid no later than the last day end of the taxable calendar year next following the taxable calendar year in which Employee incurs such expense was incurred expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by EmployeeSection 409A, (iia) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iiib) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided provided, in any other taxable year; providedand (c) such payments shall be made on or before the last day of Employee’s taxable year following the taxable year in which the expense occurred. For purposes of Section 409A, Employee’s right to receive installment payments of any severance amount, if applicable, shall be treated as a right to receive a series of separate and distinct payments. In the event that Employee is deemed on the foregoing clause shall not date of termination to be violated a “specified employee” as defined in Section 409A, then 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 in which the arrangement is in effect. (c) Notwithstanding any provision in this Agreement to the contrary, if any payment or the provision of any benefit provided for herein would be that is subject to additional taxes and interest under Section 409A if Employee’s receipt and is payable on account of a separation from service (as defined in Section 409A), such payment or benefit is not shall be delayed for until the earlier of (ia) the date first business day of the seventh calendar month following such termination of employment, or (b) Employee’s death or (ii) death. Any payments delayed by reason of the prior sentence shall be paid in a single lump sum, without interest thereon, on the date that is six (6) months after indicated by the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the previous sentence and any remaining payments and benefits provided due under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.paid as otherwise provided herein.

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all The provisions of this Agreement are intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), ) and the applicable Treasury any final regulations and administrative guidance issued promulgated thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Corporation and administered Executive agree to work together in accordance with such intent. Any payments under good faith to consider amendments to this Agreement and to take such reasonable actions that may be excluded from Section 409A either as separation pay due are necessary, appropriate, or desirable to an involuntary separation from service avoid imposition of any additional tax or as a short-term deferral shall be excluded from Section 409A income recognition prior to the maximum extent possible. For purposes of Section 409A, each installment actual payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” Executive under Section 409A. (b) To the extent that any right to reimbursement of Executive will be reimbursed for costs and expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of benefits, except as otherwise permitted by Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and ; (iiiii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided provided, in any other taxable year; provided, 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 in which the arrangement is in effect; and (iii) such payments shall be made on or before the last day of the taxable year following the taxable year in which Executive incurred the expense. (c) Notwithstanding A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination constitutes a “Separation from Service” within the meaning of Section 409A 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. (d) Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et seq., to the maximum extent permitted by that regulation, with any amount that is not exempt from Code Section 409A being subject to Code Section 409A. (e) Notwithstanding anything to the contrary in this Agreement Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination, then only that portion of the severance and benefits payable to Executive pursuant to this Agreement, if any, and any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Executive’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Executive on or within the six (6) month period following Executive’s termination will accrue during such six (6) month period and will become payable in one lump sum cash payment on the date six (6) months and one (1) day following the date of Executive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following termination but prior to the six (6) month anniversary of Executive’s termination date, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit provided for herein would be subject to additional taxes and interest under benefit. (f) For purposes of this Agreement, “Section 409A if Employee’s receipt Limit” will mean a sum equal (x) to the amounts payable prior to March 15 following the year in which Executive terminations plus (y) the lesser of such payment or benefit is not delayed until the earlier of two (2) times: (i) Executive’s annualized compensation based upon the date annual rate of Employeepay paid to Executive during the Corporation’s death taxable year preceding the Corporation’s taxable year of Executive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any IRS guidance issued with respect thereto; or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses maximum amount that may be incurred by Employee on taken into account under a qualified plan pursuant to Section 401(a)(17) of non-compliance with Section 409A.the Code for the year in which Executive’s employment is terminated.

Section 409A. (ai) Notwithstanding Although the Company does not guarantee the tax treatment of any provision payments under the Agreement, the intent of the Parties is that the payments and benefits under this Agreement to the contrarybe exempt from, all provisions of this Agreement are intended to or comply with with, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable all Treasury regulations Regulations and administrative guidance issued promulgated thereunder (collectively, “Code Section 409A”) or an exemption therefrom and to the maximum extent permitted the Agreement shall be limited, construed and administered interpreted in accordance with such intent. Any payments under this Agreement In no event whatsoever shall the Company or its affiliates or their respective officers, directors, employees or agents be liable for any additional tax, interest or penalties that may be excluded from imposed on Executive by Code Section 409A either as separation pay due or damages for failing to an involuntary separation from service or as a short-term deferral comply with Code Section 409A. (ii) Notwithstanding any other provision of this Agreement to the contrary, to the extent that any reimbursement of expenses constitutes “deferred compensation” under Code Section 409A, such reimbursement shall be excluded from Section 409A to provided no later than December 31 of the maximum extent possibleyear following the year in which the expense was incurred (or, where applicable, no later than such earlier time required by the Agreement). The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year. (iii) For purposes of Code Section 409A409A (including, each without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to receive payments in the form of installment payment provided under this Agreement payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Any payments to be made Whenever a payment under this Agreement upon may be paid within a termination specified period, the actual date of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement specified period shall be made by within the Company no later than the last day sole discretion of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effectCompany. (civ) Notwithstanding any other provision in of this Agreement to the contrary, if any at the time of Executive’s separation from service (as defined in Code Section 409A), Executive is a “Specified Employee”, then the Company will defer the payment or benefit provided for herein would be commencement of any nonqualified deferred compensation subject to additional taxes and interest under Code Section 409A if Employee’s receipt of payable upon separation from service (without any reduction in such payment payments or benefit is not delayed benefits ultimately paid or provided to Executive) until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months following separation from service or, if earlier, the earliest other date as is permitted under Code Section 409A (and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the Termination Date expiration of the six (6) month period or such dateshorter period, if applicable). Executive will be a “Specified Employee” for purposes of this Agreement if, on the date of Executive’s separation from service, Executive is an individual who is, under the method of determination adopted by the Company designated as, or within the category of executives deemed to be, a “Specified Employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Company shall determine in its sole discretion all matters relating to who is a “Specified Employee” and the application of and effects of the change in such determination. (v) Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Code Section 409A Payment Date”)upon or following a termination of the Employee’s employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, then for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be the date of termination for purposes of any such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.benefits.

Section 409A. (a) Notwithstanding any provision of this This Agreement to the contrary, all provisions of this Agreement are intended shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued promulgated thereunder to the extent applicable (collectively, collectively “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes all provisions of Section 409A, each installment payment provided under this Agreement shall be treated as construed in a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) To 409A. Solely to the extent that any right to reimbursement of expenses or otherwise required payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation would not be exempt from Section 409A (within the meaning of Section 409Aany such payment, a “Non-Exempt Payment”), such Non-Exempt Payment shall comply with the following conditions: (ia) the amount of the Non-Exempt Payment payable to Indemnitee in one calendar year shall not affect the amount of expenses eligible for payment or reimbursement in any such expense reimbursement other calendar year, whether pursuant to this Agreement or any other agreement between the Indemnitee and the Company; (b) the Non-Exempt Payment shall be made by the Company to Indemnitee no later than the last day of the taxable calendar year following the taxable calendar year in which such expense was Indemnitee incurs or is deemed to have incurred by Employee, (ii) the costs or Expenses giving rise to Indemnitee’s right to reimbursement or inthe Non-kind benefits Exempt Payment; and (c) Indemnitee’s right to the Non-Exempt Payment shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, in the Company makes no representations that event of a bona fide dispute regarding Indemnitee’s entitlement to the payments and benefits provided under this Agreement are exempt fromNon-Exempt Payment, or compliant with, Section 409A and in no event shall any member payment of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that Non-Exempt Payment may be incurred delayed to a later date to the extent permitted by Employee on account of non-compliance with the Treasury Regulations under Section 409A.

Section 409A. (a) Notwithstanding any provision of To the extent applicable, this Agreement to shall be interpreted in accordance with, and incorporate the contraryterms and conditions required by, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)amended, and the applicable Department of Treasury regulations and administrative guidance other interpretive guidelines issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent). Any All payments under this Agreement that may are intended to be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded exempt from Section 409A to the maximum extent possible, and to the extent they are not exempt, they are intended to be compliant with Section 409A, and all provisions of this Agreement shall be construed consistent with that intent. For Notwithstanding any provision to the contrary in this Agreement: (i) to the extent necessary to comply with the exemption from Section 409A under Treasury Regulations Section 1.409A-1(b)(9) or to comply with Section 409A, amounts that are payable in reference to Employee’s termination of employment shall be deemed to be payable in reference to “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h); (ii) if, on the date on which Employee incurs a separation from service, Employee is a “specified employee” as defined in Section 409A, any amount that constitutes deferred compensation and that becomes payable by reason of such separation from service (including any amount described in Clause (i)) shall be deferred until the earlier of the first day of the seventh month following the month that includes the separation from service or Employee’s death; (iii) for purposes of Section 409A, each Employee’s right to receive installment payment provided under payments pursuant to this Agreement shall be treated as a right to receive a series of separate payment. Any payments and distinct payments; and (iv) to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits constitutes “deferred compensation” under Section 409A, such reimbursement or benefit shall not be subject to liquidation or exchange for another benefit, and (iii) provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement or in any subsequent year. The amount of any in-kind benefits provided during any taxable in one year shall not affect the expenses eligible for reimbursement or amount of in-kind benefits to be provided in any other taxable year; provided, . While the Company intends that the foregoing clause shall not be violated with regard to expenses reimbursed no payment under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (c) Notwithstanding any provision in this Agreement to the contrary, if any payment or benefit provided for herein would shall be subject to additional taxes and interest tax under Code Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing409A, the Company makes provides no representations that the payments guarantee of tax consequences to Employee and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event Employee shall any member of the Company Group be liable responsible for all or any portion of any his own taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A..

Section 409A. (a) Notwithstanding any provision of this Agreement anything herein to the contrary, all provisions of this Agreement are is intended to comply with be interpreted and applied so that the payment of the benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and or shall comply with the applicable Treasury regulations and administrative guidance issued thereunder (collectivelyrequirements of such provision. Notwithstanding anything in this Agreement or elsewhere to the contrary, distributions upon termination of Executive’s employment may only be made upon a “separation from service” as determined under Code Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments 409A. Each payment under this Agreement that may or otherwise shall be excluded from Section 409A either as separation pay due to an involuntary separation from service or treated as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For separate payment for purposes of Code Section 409A409A. In no event may Executive, each installment directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes a “deferral of compensation” within the meaning of Code Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination or provided in accordance with the requirements of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Code Section 409A. (b) 409A. To the extent that any right reimbursements pursuant to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A)or otherwise are taxable to Executive, (i) any such expense reimbursement payment due to Executive shall be made by the Company no later than paid to Executive on or before the last day of the Executive’s taxable year following the taxable year in which such the related expense was incurred by Employeeincurred; provided, (ii) that, Executive has provided the right Company written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Company’ expense reimbursement policies. Reimbursements pursuant to reimbursement this Agreement or in-kind benefits shall otherwise are not be subject to liquidation or exchange for another benefit, benefit and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any such reimbursements that Executive receives in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided amount of such reimbursements that Executive receives in any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) . Notwithstanding any provision in this Agreement to the contrary, if any payment or benefit provided for herein would on the date of his termination from employment with the Company Executive is deemed to be subject to additional taxes and interest under a “specified employee” within the meaning of Code Section 409A and the Final Treasury Regulations using the identification methodology selected by the Company from time to time, or if Employeenone, the default methodology under Code Section 409A, any payments or benefits due upon a termination of Executive’s receipt employment under any arrangement that constitutes a “deferral of such payment compensation” within the meaning of Code Section 409A shall be delayed and paid or benefit is not delayed until provided (or commence, in the case of installments) on the first payroll date on or following the earlier of (i) the date of Employee’s death or (ii) the date that which is six (6) months and one (1) day after Executive’s termination of employment for any reason other than death, and (ii) the Termination Date (such datedate of Executive’s death, and any remaining payments and benefits shall be paid or provided in accordance with the “Section 409A Payment Date”), then normal payment dates specified for such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Datebenefit. Notwithstanding any of the foregoingforegoing to the contrary, the Company makes and its officers, directors, employees, or agents make no representations guarantee that the payments and benefits provided under terms of this Agreement as written comply with, or are exempt from, or compliant the provisions of Code Section 409A, and none of the foregoing shall have any liability for the failure of the terms of this Agreement as written to comply with, Section 409A and in no event shall any member or be exempt from, the provisions of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Code Section 409A.

Section 409A. (a) Notwithstanding any provision of To the extent applicable, it is intended that this Agreement to (including all amendments hereto, if any) either meets the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “requirements for exclusion from coverage under Section 409A”) , or an exemption therefrom and shall be construed and administered in accordance alternatively complies 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes requirements of Section 409A, each installment payment provided under this so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to you. This Agreement shall be treated as interpreted and administered in a separate payment. Any payments to be made under manner consistent with this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A.intent. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind amounts under this Agreement that are subject to Section 409A are payable upon termination of your employment, such amounts shall only be payable if such termination also constitutes nonqualified deferred compensation a “separation from service,” within the meaning of Section 409A, from the Company and its affiliates. If you are deemed on the date of your separation from service to be a “specified employee” (within the meaning of Section 409A)409A(a)(2)(B) of the Code) of the Company, then, notwithstanding any other provision herein, with regard to any payment that is “nonqualified deferred compensation” subject to Section 409A and that is payable on account of your “separation from service,” such payment shall not be made prior to six (6) months from the date of your separation from service, following which all payments so delayed shall be paid to you in a lump sum without interest. (c) Any taxable reimbursement of business or other expenses provided for under this Agreement that is subject to Section 409A shall be subject to the following conditions: (i) the expenses eligible for reimbursement in one taxable year shall not affect the expenses eligible for reimbursement in any such other taxable year; (ii) the reimbursement of an eligible expense reimbursement shall be made by the Company no later than the last day end of the taxable year following after the taxable year in which such expense was incurred by Employee, incurred; and (iiiii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) In applying Section 409A to amounts paid pursuant to this Agreement, each payment shall be treated as a separate payment and (iii) any right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. Whenever a payment under this Agreement specifies a payment period within a specified number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. If the consideration and revocation period for the Release spans two taxable years and any amount hereunder is “nonqualified deferred compensation” subject to Section 409A and payable on account 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; providedyour separation from service, that the foregoing clause such payment 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 in which the arrangement is in effect. (c) Notwithstanding any provision in this Agreement to the contrary, if any payment made or benefit provided for herein would be subject to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed commence until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.second taxable year.

Section 409A. (a) Notwithstanding a. Although the Company does not guarantee the tax treatment of any provision payments under this Agreement, the intent of the Parties is that the payments and benefits under this Agreement to the contrarybe exempt from, all provisions of this Agreement are intended to or comply with with, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable all Treasury regulations Regulations and administrative guidance issued promulgated thereunder (collectively, “Code Section 409A”) or an exemption therefrom and to the maximum extent permitted this Agreement shall be limited, construed and administered interpreted in accordance with such intent. Any payments under this Agreement In no event whatsoever shall the Company or its affiliates or their respective officers, directors, employees or agents be liable for any additional tax, interest or penalties that may be excluded from imposed on the Executive by Code Section 409A either as separation pay due or damages for failing to an involuntary separation from service or as a short-term deferral comply with Code Section 409A. b. Notwithstanding any other provision of this Agreement to the contrary, to the extent that any reimbursement of expenses constitutes “deferred compensation” under Code Section 409A, such reimbursement shall be excluded from Section 409A to provided no later than December 31st of the maximum extent possibleyear following the year in which the expense was incurred (or, where applicable, no later than such earlier time required by this Agreement). The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year. c. For purposes of Code Section 409A409A (including, each without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to receive payments in the form of installment payment provided under this Agreement payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Any payments to be made Whenever a payment under this Agreement upon may be paid within a termination specified period, the actual date of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement specified period shall be made by within the Company no later than the last day sole discretion of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be 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 Company. d. Notwithstanding any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) provision of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (c) Notwithstanding any provision in this Agreement to the contrary, if any at the time of the Executive’s separation from service (as defined in Code Section 409A), the Executive is a “Specified Executive”, then the Company will defer the payment or benefit provided for herein would be commencement of any nonqualified deferred compensation subject to additional taxes and interest under Code Section 409A if Employee’s receipt of payable upon separation from service (without any reduction in such payment payments or benefit is not delayed benefits ultimately paid or provided to the Executive) until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months following separation from service or, if earlier, the earliest other date as is permitted under Code Section 409A (and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the Termination Date expiration of the six (6)- month period or such dateshorter period, if applicable). The Executive will be a “Specified Executive” for purposes of this Agreement if, on the date of the Executive’s separation from service, the Executive is an individual who is, under the method of determination adopted by the Company designated as, or within the category of executives deemed to be, a “Specified Executive” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Company shall determine in its sole discretion all matters relating to who is designated as a “Specified Executive” and the application of and effects of the change in such determination. e. Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Code Section 409A Payment Date”)upon or following a termination of the Executive’s employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, then for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be the date of termination for purposes of any such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.benefits.

Section 409A. (a) Notwithstanding any provision of this This Agreement to the contrary, all provisions of this Agreement are is intended to comply with with, or otherwise be exempt from, Section 409A of the Internal Revenue Code and any regulations and Treasury guidance promulgated thereunder (“Section 409A of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A of the Code or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, comply with Section 409A of the Code and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee the Executive on account of non-compliance with Section 409A.409A of the Code. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of payment. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Section 409A. (a) Notwithstanding If any provision of this Agreement (or any award of compensation or benefits provided under this Agreement) would cause Executive to incur any additional tax or interest under Section 409A of the contraryCode, all provisions of this Agreement are intended the Company shall reform such provision to comply with Section 409A of the Internal Revenue Code of 1986and agrees to maintain, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possiblepracticable without violating Section 409A of the Code, the original intent and economic benefit to Executive of the applicable provision. For purposes The Company shall not accelerate the payment of any deferred compensation in violation of Section 409A of the Code and, to the extent required under Section 409A, each installment the Company shall delay the payment of any deferred compensation for six months following Executive's termination of employment. When used in connection with any payments subject to Section 409A required to be made hereunder, the phrase "termination of employment" and correlative terms shall mean separation from service as defined in Section 409A. Unless such payments are otherwise exempt from Section 409A, any reimbursements or in-kind benefits provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination administered in accordance with Section 409A, such that: (a) the amount of Employee’s employment expenses eligible for reimbursement, or in-kind benefits provided, during one year shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) To the extent that any right to reimbursement of eligible expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day on or before December 31 of the taxable year following the taxable year in which such the expense was incurred by Employee, incurred; (iic) the Executive's right to reimbursement or in-kind benefits shall not be subject to liquidation or to exchange for another benefit; and, and (iiid) if the amount payment of expenses eligible for reimbursement or in-kind benefits provided during any taxable year deferred compensation shall not affect be payable at any time within a period that overlaps two calendar years, payment shall be made in the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) second of the Code solely because such expenses are subject two years. For purposes of Section 409A, Executive's right to a limit related receive any installment payments pursuant to the period in which the arrangement is in effect. (c) Notwithstanding any provision in this Agreement shall be treated as a right to the contrary, if any payment or benefit provided for herein would be subject to additional taxes receive a series of separate and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.distinct payments..

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), All in-kind benefits provided and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided expenses eligible for reimbursement under this Agreement shall be treated as a separate paymentprovided by the Employers or incurred by the Executive during the time periods set forth in this Agreement. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement All reimbursements shall be made by the Company paid as soon as administratively practicable, but in no later than event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which such the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred by Employee, (ii) in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, . (b) The Employers make no representation or warranty and (iii) shall have no liability to the amount of expenses eligible for reimbursement Executive 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 shall not be violated with regard person if any provisions of this Agreement are determined to expenses reimbursed under any arrangement covered by constitute deferred compensation subject to Section 105(b) 409A of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is but do not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt satisfy an exemption from, or compliant withthe conditions of, Section 409A and in no event shall any member such Section.” 12. All other provisions of the Company Group Agreement shall remain in full force and effect according to their respective terms, and nothing contained herein shall be liable for all or any portion deemed a waiver of any taxesright or abrogation of any obligation otherwise existing under the Agreement except to the extent specifically provided for herein. 13. The validity, penaltiesinterpretation, interest or other expenses that construction and performance of this Amendment shall be governed by the laws of the Commonwealth of Massachusetts. 14. This Amendment may be incurred by Employee on account executed in several counterparts, each of non-compliance with Section 409A.which shall be deemed to be an original but all of which together will constitute one and the same instrument.

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended 1986 (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Employee to incur any additional tax or interest under Section 409A, the Company shall, after consulting with and receiving the approval of Employee, reform such provision to comply with Section 409A, to the extent such reformation is permitted under Section 409A. (b) Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (bc) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the Employee’s taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (cd) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended 1986 (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments No payment or benefits to be made paid to Employee, if any, under this Agreement upon a termination of Employee’s employment shall only or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A will be made if such termination of employment constitutes paid or otherwise provided until the Employee has a “separation from service” under within the meaning of Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the Employee’s taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

Section 409A. (a) This Agreement is intended to comply with or otherwise be exempt from Section 409A and its corresponding regulations, to the extent applicable, and shall be so construed. Notwithstanding any provision of anything in this Agreement to the contrary, all provisions payments of this Agreement are intended "nonqualified deferred compensation" subject to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall may only be construed and administered in accordance with such intent. Any payments made under this Agreement that may be excluded from upon an event and in a manner permitted by Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A 409A, to the maximum extent possibleapplicable. For purposes of Section 409A, each installment all payments of "nonqualified deferred compensation" subject to Section 409A to be made upon the termination of Executive's employment under this Agreement may only be made upon a "separation from service" under Section 409A. Each payment provided made under this Agreement shall be treated as a separate payment. Any payment and the right to a series of installment payments to be made under this Agreement upon is to be treated as a termination right to a series of Employee’s employment separate payments. In no event shall only Executive, directly or indirectly, designate the calendar year of payment with respect to any amount that is "nonqualified deferred compensation" subject to Section 409A. All reimbursements provided under this Agreement that are "nonqualified deferred compensation" that is subject to Section 409A shall be made if or provided in accordance with Section 409A, including, where applicable, the requirements that (a) any reimbursement is for expenses incurred during the Employment Period (or during such termination of employment constitutes a “separation from service” under Section 409A. other time period specified in this Agreement), (b) To the extent that amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any right to other calendar year, (c) the reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such an eligible expense reimbursement shall will be made by the Company no later than on or before the last day of the taxable year following the taxable year in which such the expense was incurred by Employeeis incurred, and (iid) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, . Nothing herein shall be construed as having modified the time and (iii) form of payment of any amounts or payments of "nonqualified deferred compensation" within 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, meaning Section 409A that the foregoing clause 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 were otherwise payable pursuant to the period terms of any agreement between Company and Executive in which the arrangement is in effect. (c) Notwithstanding any provision in this Agreement effect prior to the contrary, if any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.Agreement.

Section 409A. (a) Notwithstanding any provision of The parties intend that all payments and benefits under this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued promulgated thereunder (collectively, collectively “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A and, accordingly, to the maximum extent possible. For purposes of Section 409Apermitted, each installment payment provided under this Agreement shall be treated as interpreted in a separate paymentmanner in compliance therewith. Any payments To the extent that any provision hereof is modified in order to comply with Section 409A, such modification shall be made under this Agreement in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to EXECUTIVE and COMPANY of the applicable provision without violating the provisions of Section 409A. No amount shall be payable pursuant to Section 6 or otherwise upon a termination of EmployeeEXECUTIVE’s employment shall only be made if unless such termination of employment constitutes a “separation from service” with COMPANY under Section 409A. (b) 409A. To the maximum extent permitted by applicable law, amounts payable to EXECUTIVE pursuant to such Sections herein shall be made in reliance upon the exception for certain involuntary terminations under a separation pay plan or as short-term deferral under Section 409A. To the extent that any right to reimbursement of expenses reimbursements or payment of any benefit other in-kind benefits under this Agreement constitutes constitute nonqualified deferred compensation (within the meaning of Section 409A)compensation, (i) any such expense reimbursement all expenses or other reimbursements hereunder shall be made by the Company no later than on or prior to the last day of the taxable year following the taxable year in which such expense was expenses were incurred by EmployeeEXECUTIVE, (ii) the any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iiiii) the amount of no such reimbursement, expenses eligible for reimbursement reimbursement, or in-kind benefits provided during in any taxable year shall not in any way affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided provided, in any other taxable year; provided. For purposes of Section 409A, that the foregoing clause EXECUTIVE’s right to receive installment payments pursuant to this Agreement shall not be violated with regard treated as a right to expenses reimbursed under any arrangement covered by Section 105(b) receive a series of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (c) Notwithstanding any separate and distinct payments. Any other provision in of this Agreement to the contrarycontrary notwithstanding, if any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member payment or benefit under this Agreement that constitutes nonqualified deferred compensation for purposes of the Company Group Section 409A be liable for all or subject to offset by any portion of any taxes, penalties, interest or other expenses that may be incurred amount unless otherwise permitted by Employee on account of non-compliance with Section 409A.

Section 409A. (a) Notwithstanding any provision of this This Agreement to the contrary, all provisions of this Agreement are is intended to comply with be interpreted and applied so that the payments set forth herein shall either be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986Code, as amended (the “Code”)amended, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) ), or an exemption therefrom and shall comply with the requirements of Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be construed and administered in accordance with such intent. Any payments made under this Agreement or otherwise which constitutes a “deferral of compensation” within the meaning of Section 409A. Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts that may be excluded from constitute “non-qualified deferred compensation” within the meaning of Section 409A either as separation pay due to an involuntary upon or following a termination of the Employee’s employment unless such termination is also a “separation from service or as a short-term deferral shall be excluded from service” within the meaning of Section 409A 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” within the maximum extent possible. meaning of Section 409A. For purposes of Section 409A, each installment payment provided under this Agreement to the Employee (including any installment payments) shall be treated as deemed a separate payment. Any payments With respect to be made under any expense reimbursement provided pursuant to this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense the expenses eligible for reimbursement shall must be made by incurred during the Company no later than the last day term of the taxable year following the taxable year in which such expense was incurred by Employeeemployment, (ii) the right to reimbursement or in-kind benefits shall not be 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 calendar year shall will not affect the amount of expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable calendar year; provided, that (iii) the foregoing clause reimbursements for expenses for which the Employee is entitled to be reimbursed shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) made on or before the last day of the Code solely because such expenses are subject to a limit related to calendar year following the period calendar year in which the arrangement applicable expense is in effect. incurred, and (civ) the right to payment or reimbursement hereunder may not be liquidated or exchanged for any other benefit. Notwithstanding any provision in this Agreement or elsewhere to the contrary, if on the Employee’s termination of employment, the Employee is deemed to be a “specified employee” within the meaning of Section 409A, any payment or benefit provided for herein would be subject to additional taxes and interest payments due upon a termination of the Employee’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A if Employee’s receipt (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and which do not otherwise qualify under the exemptions under Treasury Regulation section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treasury Regulation section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided to the Employee in a lump sum (whether they would have otherwise been payable in a single sum or in installments in the absence of such payment or benefit is not delayed until delay) on the earlier of (ix) the date which is six months and one day after the Employee’s separation from service for any reason other than death, and (y) the date of the Employee’s death death, and any remaining payments shall be paid or (ii) provided in accordance with the date that is six (6) months after the Termination Date (normal payment dates specified for such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.payment.

Section 409A. (a) Notwithstanding any provision of this This Agreement to the contrary, all provisions of this Agreement are is intended to comply with with, or otherwise be exempt from, Section 409A of the Internal Revenue Code and any regulations and Treasury guidance promulgated thereunder (“Section 409A of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A of the Code or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, comply with Section 409A of the Code and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee the Executive on account of non-compliance with Section 409A.409A of the Code. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of payment. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) “Termination of employment,” “resignation,” or words of similar import, as used in this Agreement means, for purposes of any payments under this Agreement that are payments of deferred compensation subject to Section 409A of the Code, Executive’s “separation from service” as defined in Section 409A of the Code. (e) If a payment obligation under this Agreement arises on account of Executive’s separation from service while Executive is a “specified employee” (as defined under Section 409A of the Code and determined in good faith by the Company), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest and shall be paid within fifteen (15) days after the end of the six-month period beginning on the date of such separation from service or, if earlier, within fifteen (15) days after the appointment of the personal representative or executor of Executive’s estate following Executive’s death.

Section 409A. (a) Notwithstanding any provision of To the extent applicable, this Agreement to shall be interpreted and administered in a manner so that any amount or benefit payable shall be paid or provided in a manner that is either exempt from or compliant with the contrary, all provisions requirements of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)amended, and the applicable Treasury guidance and regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or ). The parties agree to work together in good faith in an exemption therefrom effort to comply with Section 409A and shall be construed and administered in accordance with such intent. Any payments under any provision that would cause this Agreement that to fail to satisfy Section 409A shall have no force and effect until amended to comply therewith (which amendment may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A retroactive to the maximum extent possiblepermitted by Section 409A). For In addition, for purposes of Section 409Athis Agreement, each installment payment amount to be paid or benefit to be provided under to the Executive pursuant to this Agreement shall be treated construed as a separate payment. Any payments to be made under this Agreement upon a termination identified payment for purposes of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that With respect to any right to reimbursement amount of expenses or payment of any benefit in-kind eligible for reimbursement under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A)Agreement, (i) any such expense reimbursement expenses shall be made reimbursed by the Company within thirty (30) days following the date on which the Company receives the applicable documentation from the Executive in accordance with its expense reimbursement policies, but in no event later than the last day of the Executive’s taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement Executive incurs the related expenses. In no event shall the reimbursements or in-kind benefits shall not to be subject to liquidation or exchange for another benefit, and (iii) provided under this Agreement in one taxable year affect the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement reimbursements or in-kind benefits to be provided in any other taxable year; provided, that nor will the foregoing clause shall not Executive’s right to reimbursement or in-kind benefits 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 in which the arrangement is in effectliquidation or exchange for another benefit. (c) Notwithstanding any provision to the contrary in this Agreement to the contraryAgreement, if the Executive is deemed as of the Executive’s Termination Date to be a “Specified Employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit provided for herein would that is required to be subject to additional taxes and interest under delayed in compliance with Code Section 409A if Employee’s receipt of 409A(a)(2)(B), such payment or benefit is (the “Delayed Payment”) shall not delayed until be made or provided prior to the earlier of (i) the first business day of the seventh month measured from the date of Employeethe Executive’s death separation from service (within the meaning of Section 409A or (ii) the date that is six of the Executive’s death (6) months after the Termination Date (such date, the “Section 409A Delay Period”). Upon the expiration of the Delay Period (the “Permissible Payment Date”), then all Delayed Payments (whether they would have otherwise been payable in a single sum or in installments in the absence of such payment delay) shall be paid or benefit shall not be provided reimbursed to Employee (or Employee’s estate, if applicable) until the Section 409A Executive in a lump sum on the Permissible Payment Date. Notwithstanding the foregoing, the Company makes no representations that the and any remaining payments and benefits provided due under this Agreement are exempt from, shall be paid or compliant with, Section 409A and provided in no event shall any member of accordance with the Company Group be liable normal payment dates specified for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.them herein.

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all The provisions of this Agreement are intended to comply with or are exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and the related Treasury Regulations and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Company and administered the Executive agree to work together in accordance with good faith to consider amendments to this Agreement and to take such intent. Any payments reasonable actions necessary, appropriate or desirable to avoid imposition of any additional tax under Section 409A or income recognition prior to actual payment to the Executive under this Agreement Agreement. It is intended that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided any expense reimbursement made under this Agreement shall be treated as a separate payment. Any payments to be exempt from Section 409A. Notwithstanding the foregoing, if any expense reimbursement made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a determined to be “separation from servicedeferred compensation” under subject to Section 409A. 409A (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A“Deferred Compensation”), then (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (iia) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (iiib) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided provided, in any other taxable year; provided, year (provided that the foregoing this clause (b) 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 in which the arrangement is in effect. ) and (c) such payments shall be made on or before the last day of the taxable year following the taxable year in which the expense was incurred. With respect to the time of payments of any amount under this Agreement that is Deferred Compensation, references in the Agreement to “termination of employment” and substantially similar phrases, including a termination of employment due to the Executive’s Disability, shall mean “Separation from Service” from the Company within the meaning of Section 409A (determined after applying the presumptions set forth in Treasury Regulation Section 1.409A-1 (h)(1)). Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A-1 (b)(9)(iii), et. seq., to the maximum extent permitted by that regulation, with any amount that is not exempt from Code Section 409A being subject to Code Section 409A. Notwithstanding any provision anything to the contrary in this Agreement Agreement, if the Executive is a “specified employee” within the meaning of Section 409A at the time of the Executive’s termination, then any severance payments or separation benefits or other compensation that constitute deferred compensation subject to Code Section 409A, as determined by the Company (together, the “Deferred Separation Benefits”) will accrue during the six (6)-month period following Executive’s termination of employment and will become payable in one lump sum cash payment on the date six (6) months and one (1) day following the date of the Executive’s termination of employment. All subsequent Deferred Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if any payment or benefit provided for herein would be subject the Executive dies following termination but prior to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months month anniversary of the Executive’s termination date, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the Termination Date (such date, date of the “Section 409A Payment Date”), then such Executive’s death and all other Deferred Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.benefit.

Section 409A. (a) Notwithstanding any provision of this The Agreement to the contrary, all provisions of this Agreement are is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption or exclusion therefrom and and, with respect to amounts that are subject to Section 409A, shall in all respects 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment 409A. Each payment provided under this Agreement shall be treated as a separate payment. Any payments payment for purposes of Section 409A. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A shall be made or provided in accordance with the requirements of Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided, that Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than Executive’s remaining lifetime (or if longer, through the 20th anniversary of the Effective Date). Amounts payable under this Agreement upon a termination of Employee’s employment shall only that constitute deferred compensation within the meaning of Section 409A will not be made if such termination of employment constitutes paid or provided until Executive experiences a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) Notwithstanding any provision in this Agreement notwithstanding anything contained herein to the contrary, if any payment or benefit provided for herein would the date on which such separation from service takes place shall be subject to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.termination.

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended 1986 (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of EmployeeExecutive’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) 409A to the extent necessary to comply with Section 409A. Further, if any payments are subject to Section 409A and conditioned on Executive’s execution and non-revocation of a Release, and the time period for review and effectiveness under applicable law begins in one taxable year and ends in another taxable year, such payments shall not be made until the beginning of the second taxable year. To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the Executive’s taxable year following the taxable year in which such expense was incurred by EmployeeExecutive, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) . 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 EmployeeExecutive’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of EmployeeExecutive’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee Executive (or EmployeeExecutive’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee Executive on account of non-compliance with Section 409A.

Section 409A. (a) Notwithstanding any provision of this This Agreement to the contrary, all provisions of this Agreement are is intended to comply with be interpreted and applied so that the payments and benefits set forth herein shall either be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) ), or an exemption therefrom and shall be construed and administered in accordance comply 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes requirements of Section 409A409A. In no event may Executive, each installment directly or indirectly, designate the calendar year of any payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon or otherwise which constitutes a “deferral of compensation” within the meaning of Section 409A. Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of Employeeemployment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Section 409A upon or following a termination of Executive’s employment shall only be made if unless such termination of employment constitutes is also a “separation from service” under within the meaning of Section 409A. (b) To the extent that any right to reimbursement of expenses or payment 409A and, for purposes of any benefit such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” within the meaning of Section 409A. With respect to any expense, reimbursement or in-kind under benefit provided pursuant to this Agreement that constitutes nonqualified deferred compensation (a “deferral of compensation” within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to expenses eligible for reimbursement or in-kind benefits shall not provided to Executive must be subject to liquidation or exchange for another benefitincurred during the Term, and (iiiii) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any taxable calendar year shall will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to be provided Executive in any other taxable calendar year; provided, that (iii) the foregoing clause reimbursements for expenses for which Executive is entitled to be reimbursed shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) made on or before the last day of the Code solely because such expenses are subject to a limit related to calendar year following the period calendar year in which the arrangement applicable expense is in effect. incurred, and (civ) the right to payment or reimbursement or in-kind benefits may not be liquidated or exchanged for any other benefit. Notwithstanding any provision in this Agreement or elsewhere to the contrary, if on Executive’s termination of employment, Executive is deemed to be a “specified employee” within the meaning of Section 409A, any payment payments or benefit provided for herein would be subject to additional taxes and interest benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A if Employee’s receipt (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and which do not otherwise qualify under the exemptions under Treasury Regulation section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treasury Regulation section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided to Executive in a lump sum (whether they would have otherwise been payable in a single sum or in installments in the absence of such payment or benefit is not delayed until delay) on the earlier of (ix) the date which is six months and one day after Executive’s separation from service for any reason other than death, and (y) the date of EmployeeExecutive’s death death, and any remaining payments and benefits shall be paid or (ii) provided in accordance with the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then normal payment dates specified for such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.benefit.

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all The provisions of this Agreement and any payments made herein are intended to comply with with, and should be interpreted consistent with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury any related regulations and administrative or other effective guidance issued promulgated thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent). Any payments under If any provision of this Agreement that may be excluded from Section 409A either as separation pay due or any payment made hereunder fails to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to meet the maximum extent possible. For purposes requirements of Section 409A, each neither the Bank, the Corporation nor any of their respective affiliates shall have any liability for any tax, penalty or interest imposed on Employee by Section 409A, and Employee shall have no recourse against the Bank, the Corporation or any of their respective affiliates for payment of any such tax, penalty, or interest imposed by Section 409A. (b) Each installment payment provided payable under this Agreement shall be treated as a separate paymentpayment as defined under Treasury Regulation §1.409A-2(b)(2). Any payments to be made If Employee is a “specified employee” (as determined under this Agreement upon a termination the Bank’s and the Corporation’s policy for identifying specified employees) on the date of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A)) and if any portion of any severance amount payable hereunder would be considered “deferred compensation” under Section 409A, such portion shall not be paid on any date prior to the first business day after the date that is six months following Employee’s separation from service. The first payment that can be made shall include the cumulative amount of any amounts that could not be paid during such six-month period. Notwithstanding the foregoing, payments delayed pursuant to this six-month delay requirement shall commence earlier in the event of Employee’s death prior to the end of the six-month period. (c) Section 409A prohibits reimbursement payments from being made any later than the end of the calendar year following the calendar year in which the applicable expense is incurred or paid. Also under Section 409A, (i) the amount of expenses eligible for reimbursement during any such expense calendar year may not affect the amount of expenses eligible for reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employeeany other calendar year, and (ii) the right to reimbursement or in-kind benefits shall cannot be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

Section 409A. (ai) Notwithstanding any provision of this Agreement The parties intend for payments and benefits hereunder to the contraryeither comply with, all provisions of this Agreement are intended to comply with or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued promulgated thereunder (collectively, collectively “Section 409A”) or an exemption therefrom and and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and construed and administered in accordance consistent with such intent. Any payments under this Agreement To the extent that may be excluded from any provision hereof is modified in order to comply with Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral 409A, such modification shall be excluded from Section 409A made in good faith and shall, to the maximum extent reasonably possible. For , maintain the original intent and economic benefit to Executive and the Company of the applicable provision without violating the provisions of Section 409A. Notwithstanding the foregoing, the Company does not guarantee any particular tax result, and in no event whatsoever shall the Company, its affiliates, or their respective officers, directors, employees, counsel or other service providers be liable for any tax, interest or penalty that may be imposed on Executive by Section 409A or damages for failing to comply with Section 409A. (ii) To the extent that reimbursements or other in-kind benefits hereunder constitute “deferred compensation” for purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (bx) To the extent that any right to reimbursement of all expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement other reimbursements hereunder shall be made by the Company no later than on or prior to the last day of the taxable year following the taxable year in which such expense was expenses were incurred by EmployeeExecutive, (iiy) the any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iiiz) the amount of no such reimbursement, expenses eligible for reimbursement reimbursement, or in-kind benefits provided during in any taxable year shall not in any way affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided provided, in any other taxable year; provided. (iii) For purposes of Section 409A, Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment hereunder specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (iv) Any other provision of this Agreement to the contrary notwithstanding, in no event shall any payment or benefit hereunder that the foregoing clause constitutes “deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A. (v) A termination of employment shall not be violated deemed to have occurred for purposes of any provision of this 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 Section 409A, and, for purposes of any such provision, all references in this Agreement to Executive’s “termination”, “termination of employment” and like terms shall mean Executive’s “separation from service” 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 in which the arrangement is in effectCompany. (cvi) Notwithstanding any other provision in of this Agreement to the contrary, if any if, at the time of Executive’s separation from service, Executive is a “Specified Employee”, then the Company will defer the payment or benefit provided for herein would be commencement of any nonqualified deferred compensation subject to additional taxes and interest under Section 409A if Employee’s receipt of payable upon separation from service (without any reduction in such payment payments or benefit is not delayed benefits ultimately paid or provided to Executive) until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months following separation from service or, if earlier, the earliest other date as is permitted under Section 409A (and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the Termination Date expiration of the six (6) month period or such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estateshorter period, if applicable) until the Section 409A Payment Date). Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under Executive will be a “Specified Employee” for purposes of this Agreement are exempt fromif, on the date of Executive’s separation from service, Executive is an individual who is, under the method of determination adopted by the Company, designated as, or compliant withwithin the category of employees deemed to be, Section 409A a “Specified Employee” within the meaning and in no event accordance with Treasury Regulation Section 1.409A-1(i). The Company shall any member determine in its sole discretion all matters relating to who is a “Specified Employee” and the application of and effects of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.change in such determination.

Section 409A. (ai) Notwithstanding Although the Company does not guarantee the tax treatment of any provision payments or benefits under this Agreement, the intent of the Parties is that the payments and benefits under this Agreement be exempt from or, to the contraryextent not exempt, all provisions of this Agreement are intended to comply with with, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued promulgated thereunder (collectively, collectively “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A ), and, accordingly, to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall will be treated as a separate paymentinterpreted and construed consistent with such intent. Any payments Notwithstanding the foregoing, the Company does not guarantee any particular tax result, and in no event whatsoever will the Company, its affiliates, or their respective officers, directors, employees, counsel or other service providers, be liable for any tax, interest or penalty that may be imposed on the Executive by Section 409A or damages for failing to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under comply with Section 409A. (bii) To the extent that any right to reimbursement of expenses reimbursements or payment of any benefit other in-kind under this Agreement constitutes nonqualified benefits hereunder constitute “deferred compensation (within the meaning of compensation” subject to Section 409A), (ix) any such expense reimbursement shall all expenses or other reimbursements hereunder will be made by the Company no later than on or prior to the last day of the taxable year following the taxable year in which such expense was expenses were incurred by Employeethe Executive, (iiy) the any right to reimbursement or in-kind benefits shall will not be subject to liquidation or exchange for another benefit, and (iiiz) the amount of no such reimbursement, expenses eligible for reimbursement reimbursement, or in-kind benefits provided during in any taxable year shall not will in any way affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided provided, in any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (ciii) For purposes of Section 409A, the Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment hereunder specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (iv) Any other provision of this Agreement to the contrary notwithstanding, in no event will any payment or benefit hereunder that constitutes “deferred compensation” subject to Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A. (v) A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “deferred compensation” subject to Section 409A upon or following a termination of employment, unless such termination is also a “separation from service” within the meaning of Section 409A, and, for purposes of any such provision, all references in this Agreement to the Executive’s “termination”, “termination of employment” or like terms will mean the Executive’s “separation from service” with the Company, and the date of such separation from service will be the date of termination for purposes of any such payment or benefit. (vi) Notwithstanding any other provision in of this Agreement to the contrary, if any if, at the time of the Executive’s separation from service, the Executive is a “specified employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i), then the Company will defer the payment or benefit provided for herein would be commencement of any “deferred compensation” subject to additional taxes and interest under Section 409A if Employee’s receipt of that is payable upon separation from service (without any reduction in such payment payments or benefit is not delayed benefits ultimately paid or provided to the Executive) until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months following separation from service or, if earlier, the earliest other date as is permitted under Section 409A (and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the Termination Date expiration of the six (6) month period or such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estateshorter period, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.).

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended 1986 (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the Employee’s taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

Section 409A. (ai) Notwithstanding any provision of this This Agreement to the contrary, all provisions of this Agreement are intended to comply shall be interpreted in accordance with Section 409A of the Internal Revenue Code and Department of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative other interpretive guidance issued thereunder (collectivelyand to avoid any penalty sanctions under Section 409A of the Code. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A of the Code, “Section 409A”) then such benefit or an exemption therefrom and payment shall be construed and administered provided in accordance with full at the earliest time thereafter when such intentsanctions will not be imposed. Any All payments to be made upon a termination of employment under this Agreement that may only be excluded made upon a “separation from service” under Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to of the maximum extent possibleCode. For purposes of Section 409A409A of the Code, each installment payment provided made under this Agreement shall be treated as a separate payment. Any payments to be made In no event may Executive, directly or indirectly, designate the calendar year of payment. (ii) All reimbursements provided under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To or provided in accordance with the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning requirements of Section 409A409A of the Code, including, where applicable, the requirement that (A) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (iB) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any such other calendar year, (C) the reimbursement of an eligible expense reimbursement shall will be made by the Company no later than on or before the last day of the taxable calendar year following the taxable year in which such the expense was incurred by Employeeis incurred, and (iiD) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. If expenses are incurred in connection with litigation, and (iii) any reimbursements under the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year Agreement shall be paid not affect later than the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) end of the Code solely because such expenses are subject to a limit related to calendar year following the period year in which the arrangement litigation is in effectresolved. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

Section 409A. (a) Notwithstanding any provision of Anything in this Agreement to the contrarycontrary notwithstanding, all provisions if at the time of this Agreement are intended to comply with the Executive’s “separation from service” within the meaning of Section 409A of the Internal Revenue Code Code, the Company determines that the Executive is a “specified employee” within the meaning of 1986, as amended (Section 409A(a)(2)(B)(i) of the “Code”), and to the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) extent any payment or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments benefit that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable and no such benefit shall be provided prior to the date that may be excluded from Section 409A either as separation pay due to an involuntary is the earlier of (A) six months and one day after the Executive’s separation from service service, or as a short(B) the Executive’s death. (b) All in-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment kind benefits provided and expenses eligible for reimbursement under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no later than event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which such the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred by Employee, (ii) in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits shall is not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) Notwithstanding any provision in this Agreement to To the contrary, if extent that any payment or benefit provided for herein would be subject to additional taxes and interest described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A if Employee’s receipt of the Code, and to the extent that such payment or benefit is not delayed until payable upon the earlier Executive’s termination of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”)employment, then such payment payments or benefit benefits shall not be provided to Employee payable only upon the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). (or Employee’s estate, if applicabled) until the The parties intend that this Agreement will be administered in accordance with Section 409A Payment Dateof the Code. Notwithstanding To the foregoingextent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the Company makes no representations provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided under hereunder without additional cost to either party. (e) The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are exempt determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or compliant withthe conditions of, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.such Section.

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of EmployeeExecutive’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the Executive’s taxable year following the taxable year in which such expense was incurred by EmployeeExecutive, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 EmployeeExecutive’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of EmployeeExecutive’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee Executive (or EmployeeExecutive’s estate, if applicable) until the Section 409A Payment Date. . (d) Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee Executive on account of non-compliance with Section 409A.

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all provisions of The obligations under this Agreement are intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption or exclusion therefrom and shall in all respects 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 or as a short-term deferral shall be excluded from Section 409A to of the maximum extent possibleCode. For purposes of Section 409A, each installment Each payment provided under this Agreement shall be treated as a separate paymentpayment for purposes of Section 409A of the Code. Any payments In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits that constitute deferred compensation within the meaning of Section 409A of the Code provided under this Agreement upon shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive’s remaining lifetime (or if longer, through the 20th anniversary of the date first written above). Notwithstanding anything herein to the contrary, in the event that any amounts payable or benefits to be provided to the Executive under Section 6 or any other arrangement to which the Executive is a party or participant constitute deferred compensation within the meaning of Section 409A of the Code, (i) if the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination) (a “Specified Employee”), amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would otherwise be payable under Section 6 during the six-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code determined as of the date of termination, on the first business day after the date that is six months following the Executive’s “separation from service” within the meaning of Section 409A of the Code; (ii) if the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within 30 days after the date of the Executive’s death; and (iii) in no event shall the date of termination of Employeethe Executive’s employment shall only be made if such termination of employment constitutes deemed to occur until the Executive experiences a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day 409A of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefitCode, 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) Notwithstanding any provision in this Agreement notwithstanding anything contained herein to the contrary, if the date on which such separation from service takes place shall be the Date of Termination. In the event that any payment or benefit provided hereunder would constitute a substitute payment for herein would be subject to additional taxes and interest under “nonqualified deferred compensation” within the meaning of Section 409A if Employee’s receipt of the Code such payments shall be made in accordance with the payment or benefit is schedule of the substituted “nonqualified deferred compensation” and not delayed until the earlier of (i) payment schedule set forth herein. Within the date of Employee’s death or (ii) time period permitted by the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoingapplicable Treasury Regulations, the Company makes no representations that may, in consultation with the Executive, modify this Agreement in order to cause the provisions of this Agreement to comply with or be exempt from the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code, while not substantially reducing the aggregate value to the Executive of the payments and benefits provided to, or otherwise adversely affecting the rights of, the Executive under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.Agreement.

Section 409A. (a) Notwithstanding any provision of To the extent applicable, it is intended that the payments and benefits provided under this Agreement to the contrary, all provisions of this Agreement are intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and this Agreement shall be construed and administered interpreted in accordance a manner consistent with such this intent. Any Solely for purposes of determining the time and form of payments due under this Agreement that may or otherwise in connection with his termination of employment with the Company, Executive shall not be excluded deemed to have incurred a termination of employment unless and until he shall incur a “separation from service” within the meaning of Section 409A either as separation pay due to an involuntary separation from service of the Code. It is intended that each payment or as installment of a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, payment and each installment payment benefit provided under this Agreement shall be treated as a separate “payment. Any payments to be made under this Agreement upon a termination ” for purposes of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) 409A. To the extent that the Company and Executive determine that any right provision of this Agreement could reasonably be expected to reimbursement of expenses or result in Executive’s being subject to the payment of interest or additional tax under Section 409A, the Company and Executive agree, to the extent reasonably possible as determined in good faith, to amend this Agreement, retroactively, if necessary, in order to avoid the imposition of any benefit such interest or additional tax under Section 409A. All reimbursements and in-kind benefits provided under this the Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by or provided in accordance with the Company no later than requirements of Section 409A to the last day of the taxable year following the taxable year in which extent that such expense was incurred by Employee, (ii) the right to reimbursement reimbursements or in-kind benefits shall not be are subject to liquidation Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or exchange for another benefitduring a shorter period of time specified in this Agreement), and (iiiii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable a calendar year shall may not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; providedcalendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), that (iii) the foregoing clause shall not reimbursement of an eligible expense will be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) made on or before the last day of the Code solely because such expenses are subject to a limit related to calendar year following the period year in which the arrangement expense is in effect. incurred and (civ) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. Notwithstanding any other provision in this Agreement Agreement, if as of Executive’s separation from service, the Executive is a “specified employee” as determined by the Company, then to the contrary, if extent any payment amount payable or benefit provided for herein under this Agreement that the Company reasonably determines would be subject to additional taxes and interest under nonqualified deferred compensation within the meaning of Section 409A if Employeeof the Code, for which payment is triggered by Executive’s receipt separation from service (other than on account of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”death), then and that under the terms of this Agreement would be payable prior to the six-month anniversary of the Executive’s separation from service, such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) delayed until the Section 409A Payment Dateearlier to occur of (a) the six-month anniversary of such termination date or (b) the date of the Executive’s death. Notwithstanding In the foregoingcase of taxable benefits that constitute deferred compensation, the Company, in lieu of a delay in payment, may require the Executive to pay the full costs of such benefits during the period described in the preceding sentence and reimburse that Executive for said costs within thirty (30) calendar days after the end of such period. Nothing herein shall be construed as any guarantee by the Company makes no representations that the of any particular tax treatment of any income or payments and benefits to Executive provided under pursuant to this Agreement are exempt fromor other agreements or arrangements contemplated by this Agreement, or compliant with, Section 409A and in no event shall any member of the Company Group be liable Executive remains solely responsible for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee applicable taxes on account of non-compliance with Section 409A.such income and payments.

Section 409A. (a) Notwithstanding any provision of The Parties intend for this Agreement to comply with or be exempt from Section 409A of the contrary, all provisions of Code. Any term used in this Agreement are intended which is defined in Section 409A of the Code or the Treasury Regulations thereunder shall have the meaning set forth therein unless otherwise specifically defined herein. Any obligations under this Agreement that arise in connection with Executive’s “termination of employment”, “termination” or other similar references shall only be triggered if the termination of employment or termination qualifies as a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, and as may be necessary to fully comply with Section 409A of the Internal Revenue Code and all related rules and Treasury Regulations thereunder in order to preserve the payments and benefits provided hereunder without additional cost to either Party. The Company makes no representation or warranty and shall have no liability to Executive or any other person if any provisions of 1986, as amended (this Agreement are determined to constitute deferred compensation subject to Section 409A of the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or Code but do not satisfy an exemption therefrom and shall be construed and administered in accordance with such intentor exception from, or the conditions of, Section 409A of the Code. Any payments Each payment under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For considered a separate payment and not one of a series of payments for purposes of Section 409A, each installment payment 409A of the Code. All reimbursements and in-kind benefits provided under this Agreement shall be treated as a separate payment. Any payments to made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (a) any reimbursement shall be made under for expenses incurred during such period of time specified in this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Agreement, (b) To the extent that any right to reimbursement amount of expenses eligible for reimbursement, or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within benefits provided, during a calendar year may not affect the meaning of Section 409A)expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ic) any such the reimbursement of an eligible expense reimbursement shall will be made by the Company no later than on or before the last day of the taxable calendar year following the taxable year in which such the expense was is incurred by Employee, and (iid) the right to reimbursement or in-kind benefits shall is not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

Section 409A. (a) Notwithstanding any provision of this This Agreement to and the contrary, all provisions of this Agreement amounts payable and other benefits hereunder are intended to comply with with, or otherwise be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and ). This Agreement shall be administered, interpreted and construed and administered in accordance a manner consistent with such intent. Any payments under Section 409A. Should any provision of this Agreement that may be excluded from Section 409A either as separation pay due found not to an involuntary separation from service comply with, or as a short-term deferral shall otherwise not to be excluded from Section 409A to exempt from, the maximum extent possible. For purposes provisions of Section 409A, each installment it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment provided under this Agreement shall be treated as a separate payment. Any identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments to be made and other benefits under this Agreement upon a termination Agreement. With respect to any reimbursement of Employee’s employment shall only be made if expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment provision of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation benefits shall be subject to the following conditions: (within 1) the meaning expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 409A), 105(b) of the Internal Revenue Code; (i2) any such the reimbursement of an eligible expense reimbursement shall be made by the Company no later than the last day end of the taxable year following after the taxable year in which such expense was incurred by Employee, incurred; and (ii3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and . If a payment obligation under this Agreement arises on account of the Executive’s separation from service while the Executive is a “specified employee” (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 any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed as defined under any arrangement covered by Section 105(b) 409A of the Code solely because such expenses are subject to a limit related and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the period exemptions in which the arrangement is in effect. Treasury Regulation Sections 1.409A-1(b)(3) through (cb)(12)) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest and shall be paid within 15 days after the Termination Date (end of the six-month period beginning on the date of such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estateseparation from service or, if applicable) until earlier, within 15 days after the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member appointment of the Company Group be liable for all personal representative or any portion executor of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.the Executive’s estate following his death.

Section 409A. (ai) Notwithstanding any provision of The parties agree that this Agreement to the contrary, all provisions of this Agreement are is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued promulgated thereunder (collectively, “Section 409A”) or an exemption therefrom and from Section 409A. ​ (ii) For purposes of this Agreement, each amount to be paid or benefit to be provided hereunder (including any right to a series of installment payments) 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 or as a short-term deferral shall be excluded from Section 409A separate identified payment or a right to the maximum extent possible. For a series of separate payments for purposes of Section 409A409A. Any payments subject to Section 409A that are subject to execution of a waiver and release (including the Release) which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as termination of employment) occurs shall be paid or commence payment, each installment payment provided as applicable, only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A and to the extent an amount is payable within a time period, the time during which such amount is paid shall be in the discretion of the Company. (iii) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if Agreement, such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment provision of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within benefits shall be subject to the meaning of Section 409A), following conditions: (i) the expenses eligible for reimbursement or the amount of in­ kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any such other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense reimbursement shall be made by the Company no later than the last day end of the taxable year following after the taxable year in which such expense was incurred by Employee, incurred; and (iiiii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and . (iiiiv) the amount A termination 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 employment shall not be violated with regard deemed to expenses reimbursed have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “nonqualified deferred compensation” under Section 409A 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 arrangement covered by Section 105(b) such provision of the Code solely because such expenses are subject this Agreement, references to a limit related to the period in which the arrangement is in effect“termination,” “termination of employment” or like terms shall mean “separation from service”. (cv) Notwithstanding any provision anything to the contrary in this Agreement, no compensation or benefits payable in connection with a “separation from service” (within the meaning of Section 409A) shall be paid to the Executive during the six-month period following his “separation from service” to the extent that the Company determines that the Executive is a “specified employee” at the time of such “separation from service” and that paying such amounts at the time or times indicated in this Agreement to the contrary, if any payment or benefit provided for herein would be subject to additional taxes and interest a prohibited distribution under Internal Revenue Code Section 409A(a)(2)(b)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six-month period (or such earlier date upon which such amount can be paid under Section 409A if Employeewithout being subject to such additional taxes, including as a result of the Executive’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”death), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations shall pay to the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the payments and benefits provided under this Agreement are exempt fromExecutive during such six-month period, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, without interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.thereon. ​

Section 409A. (a) Notwithstanding any provision of this This Agreement to and the contrary, all provisions of this Agreement benefits provided hereunder are intended to comply with be exempt from, or compliant with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), 1986 and the applicable Treasury regulations and administrative other guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each Each installment payment provided under this Agreement shall be deemed and treated as a separate payment. Any payments to be made payment for purposes of Section 409A. Notwithstanding the foregoing, the Company makes no representations that the benefits provided under this Agreement upon a termination are exempt from the requirements of Employee’s employment Section 409A and in no event shall only the Company or any of its Affiliates be made if such termination liable for all or any portion of employment constitutes a “separation from service” under any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the Employee’s taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

Section 409A. (a) Notwithstanding This Agreement shall be interpreted to avoid any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with additional tax under Section 409A of the Internal Revenue Code of 1986, as amended (Code. If any payment or benefit cannot be provided or made at the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “time specified without incurring sanctions under Section 409A”) , then such benefit or an exemption therefrom and payment shall be construed provided in full at the earliest time thereafter, when such sanctions will not be imposed. All reimbursements and administered in accordance with such intent. Any payments in-kind benefits, provided under this Agreement that may be excluded from are subject to Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral 409A, shall be excluded from Section 409A to made or provided in accordance with the maximum extent possible. For purposes requirements of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To including, where applicable, the extent requirement that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in the Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided during a calendar year, may not affect the expenses eligible for reimbursement, or in-kind services provided in any other calendar year, (iii) the reimbursement of an eligible expense reimbursement shall will be made by the Company no later than on or before the last day of the taxable calendar year following the taxable year in which such the expense was incurred by Employeeis incurred, and (iiiv) the right to reimbursement or in-kind benefits shall is not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) . Notwithstanding any provision anything in this Agreement to the contrary, any compensation or benefit payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits described in Section 4(b) shall not be paid, or, in the case of installments, shall not commence payment, until the sixtieth (60th) day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. Executive’s right to receive any installment payments under this Agreement, including without limitation any continuation salary payments that are payable on Company payroll dates, shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. Notwithstanding any other provision of this Agreement to the contrary, and solely if and to the extent necessary for compliance with Section 409A and not otherwise eligible for exclusion from the requirements of Section 409A, if as of the date of Executive’s Separation from Service from the Company, he is deemed to be a “specified employee” (within the meaning of Section 409A), no payment or other distribution required to be made to the Executive hereunder (including any payment or benefit provided for herein would of cash, any transfer of property and any provision of taxable benefits) as a result of his Separation from Service shall be subject to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit made until the date that is not delayed until the earlier of (i1) the expiration of the six-month period measured from the date of the Executive’s Separation from Service or (2) the date of Employeethe Executive’s death or (ii) death. Upon the date that is six (6) months after expiration of the Termination Date (such dateforegoing delay period, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the all payments and benefits provided delayed pursuant to the foregoing shall be paid to the Executive in a lump sum, and all remaining payments and benefits due under this Agreement are exempt from, shall be paid or compliant with, Section 409A and provided in no event shall any member of accordance with the Company Group be liable normal payment dates specified for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.them herein.

Section 409A. (a) Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein either shall be exempt from the requirements of Section 409A of the Code, or shall comply with the requirements of such provision. Furthermore, the Company and its respective officers, directors, employees or agents make no guarantee that this Agreement complies with, or is exempt from, the provisions of Section 409A of the Code and none of the foregoing shall have any provision liability for the failure of this Agreement to comply with, or be exempt from, the contrary, all provisions of Code Section 409A. The parties hereto agree to make such amendments from time to time to the terms and conditions of this Agreement as are intended necessary to comply ensure that this Agreement complies with the terms of and in a manner permitted by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative any regulation or other official guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intentpromulgated thereunder. Any payments under this Agreement that may be excluded from Section 409A either as separation pay Each payment due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement hereunder shall be treated as a separate paymentpayment under Section 409A of the Code. Any payments to be made under this Agreement upon a To the extent required by Code Section 409A, “termination of Employee’s employment employment” (or any similar terms) shall only be made if such termination of employment constitutes a mean “separation from service” under (as defined in Treasury Regulations Section 409A. (b1.409A-l(h) To and the extent default presumptions thereof). With regard to any provision herein that any right to provides for reimbursement of costs and expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of benefits, except as permitted by Code Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iiiii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided provided, in any other taxable year; provided, that and (iii) such payments shall be made on or before the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) last day of Executive’s taxable year following the Code solely because such expenses are subject to a limit related to the period taxable year in which the arrangement is in effectexpense was incurred. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

Section 409A. (ai) Notwithstanding any provision of The Parties agree that this Agreement to the contrary, all provisions of this Agreement are is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued promulgated thereunder (collectively, “Section 409A”) or an exemption therefrom and therefrom. (ii) For purposes of this Agreement, each amount to be paid or benefit to be provided hereunder (including any right to a series of installment payments) 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 or as a short-term deferral shall be excluded from Section 409A separate identified payment or a right to the maximum extent possible. For a series of separate payments for purposes of Section 409A409A. (iii) With respect to any reimbursement of expenses of, each installment payment provided or any provision of in-kind benefits to, the Executive, as specified under this Agreement Agreement, such reimbursement of expenses or provision of in-kind benefits shall be treated as a separate payment. subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (iv) Any payments to be made under this Agreement upon a termination of Employeethe Executive’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (cv) 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 Employeethe Executive’s receipt of such payment or benefit is not delayed until the earlier of (iA) the date of Employeethe Executive’s death or (iiB) the date that is six (6) months after the Date of Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee the Executive (or Employeethe Executive’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group or any of their respective affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee the Executive on account of non-compliance with Section 409A.

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all The provisions of this Agreement are intended to comply with or are exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and the related Treasury Regulations and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Parent and administered the Executive agree to work together in accordance with good faith to consider amendments to this Agreement and to take such intent. Any payments reasonable actions necessary, appropriate or desirable to avoid imposition of any additional tax under Section 409A or income recognition prior to actual payment to the Executive under this Agreement Agreement. It is intended that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided any expense reimbursement made under this Agreement shall be treated as a separate payment. Any payments to be exempt from Section 409A. Notwithstanding the foregoing, if any expense reimbursement made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a determined to be “separation from servicedeferred compensation” under subject to Section 409A. 409A (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A“Deferred Compensation”), then (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (iia) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (iiib) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided provided, in any other taxable year; provided, year (provided that the foregoing this clause (b) 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 in which the arrangement is in effect. ) and (c) such payments shall be made on or before the last day of the taxable year following the taxable year in which the expense was incurred. With respect to the time of payments of any amount under this Agreement that is Deferred Compensation, references in the Agreement to “termination of employment” and substantially similar phrases, including a termination of employment due to the Executive’s Disability, shall mean “Separation from Service” from the Parent within the meaning of Section 409A (determined after applying the presumptions set forth in Treasury Regulation Section 1.409A-1(h)(1)). Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A- 1(b)(9)(iii), et. seq., to the maximum extent permitted by that regulation, with any amount that is not exempt from Code Section 409A being subject to Code Section 409A. Notwithstanding any provision anything to the contrary in this Agreement Agreement, if the Executive is a “specified employee” within the meaning of Section 409A at the time of the Executive’s termination, then only that portion of the severance and benefits payable to the Executive pursuant to this Agreement, if any, and any other severance payments or separation benefits which may be considered Deferred Compensation (together, the “Deferred Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following the Executive’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Separation Benefits in excess of the Section 409A Limit otherwise due to the Executive on or within the six (6) month period following the Executive’s termination will accrue during such six (6) month period and will become payable in one lump sum cash payment on the date six (6) months and one (1) day following the date of the Executive’s termination of employment. All subsequent Deferred Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if any payment or benefit provided for herein would be subject the Executive dies following termination but prior to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months month anniversary of the Executive’s termination date, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the Termination Date (such date, date of the “Section 409A Payment Date”), then such Executive’s death and all other Deferred Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.benefit.

Section 409A. (a) Notwithstanding Although the Company does not guarantee the tax treatment of any provision payments under the Agreement, the intent of the Parties is that the payments and benefits under this Agreement to the contrarybe exempt from, all provisions of this Agreement are intended to or comply with with, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)amended, and the applicable all Treasury regulations Regulations and administrative guidance issued promulgated thereunder (collectively, “Code Section 409A”) or an exemption therefrom and to the maximum extent permitted the Agreement shall be limited, construed and administered interpreted in accordance with such intent. Any payments under this Agreement In no event whatsoever shall the Company or its affiliates or their respective officers, directors, employees or agents be liable for any additional tax, interest or penalties that may be excluded from imposed on Executive by Code Section 409A either as separation pay due or damages for failing to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under comply with Code Section 409A. (b) To Notwithstanding any other provision of this Agreement to the contrary, to the extent that any right to reimbursement of expenses or payment of any benefit in-kind constitutes “deferred compensation” under this Agreement constitutes nonqualified deferred compensation (within the meaning of Code Section 409A), (i) any such expense reimbursement shall be made by the Company provided no later than the last day December 31 of the taxable year following the taxable year in which such the expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement or in any subsequent year. The amount of any in-kind benefits provided during any taxable in one year shall not affect the expenses eligible for reimbursement or amount of in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Whenever a payment under this Agreement may be paid within a specified period, the actual date of payment within the specified period shall be within the sole discretion of the Company. (d) Notwithstanding any other provision in of this Agreement to the contrary, if any at the time of Executive’s separation from service (as defined in Code Section 409A), Executive is a “Specified Employee,” then the Company will defer the payment or benefit provided for herein would be commencement of any nonqualified deferred compensation subject to additional taxes and interest under Code Section 409A if Employee’s receipt of payable upon separation from service (without any reduction in such payment payments or benefit is not delayed benefits ultimately paid or provided to Executive) until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months following separation from service or, if earlier, the earliest other date as is permitted under Code Section 409A (and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the Termination Date expiration of the six (6) month period or such dateshorter period, if applicable). Executive will be a “Specified Employee” for purposes of this Agreement if, on the date of Executive’s separation from service, Executive is an individual who is, under the method of determination adopted by the Company designated as, or within the category of employees deemed to be, a “Specified Employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Company shall determine in its sole discretion all matters relating to who is a “Specified Employee” and the application of and effects of the change in such determination. (e) Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Code Section 409A Payment Date”)upon or following a termination of the Employee’s employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, then for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be the date of termination for purposes of any such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.benefits.

Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

Section 409A. (a) Notwithstanding any provision of this Agreement Any payments to the contrary, all provisions of you pursuant to this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986be compliant with, as amended (the “Code”)or exempt from, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 or the maximum extent possible, including as a short-term deferral pursuant to Treasury Regulation §1.409A-1(b)(4) or payment subject to the separation pay exemption under Treasury Regulation §1.409A-1(b)(9)(iii). Notwithstanding any other provision in this Agreement, if on the date of your “separation from service,” within the meaning of Section 409A (the “Separation Date”), you are a “specified employee,” as defined in Section 409A, then to the extent any amount payable under this Agreement constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A, that under the terms of this Agreement would be payable after employment on account of a separation from service but prior to the six-month anniversary of the Separation Date, such payment shall be excluded from delayed, accumulated and paid in a lump sum on the earlier to occur of (A) the six-month anniversary of the Separation Date or (B) the date of your death. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute nonqualified deferred compensation upon or following a termination of employment unless such termination is also a Section 409A separation from service and, for purposes of any such provision of this Agreement, references to the maximum extent possiblea “termination,” “termination of employment” or like terms shall mean a separation from service. For purposes of Section 409A, each your right to receive any installment payment provided under this Agreement payments shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. (b) To the extent that any right to receive a series of separate and distinct payments. With regard to any provision herein that provides for reimbursement of costs and expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A)benefits, (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to payment or reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another any other benefit, and (iiiii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits provided provided, during any taxable year shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided provided, in any other taxable year; provided, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed by any lifetime and other annual limits provided under any arrangement covered by Section 105(bthe Company’s health plans and (iii) such payments shall be made on or before the last day of your taxable year following the Code solely because such expenses are subject to a limit related to the period taxable year in which the arrangement is in effect. (c) Notwithstanding any provision in this Agreement to expense occurred. In no event may you, directly or indirectly, designate the contrary, if calendar year of any payment or benefit provided for herein would to be subject to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided made under this Agreement are exempt fromthat is considered nonqualified deferred compensation. Nothing contained herein is intended to provide a guarantee of, or compliant with, Section 409A and in no event nor shall any member of the Company Group be liable for all or its Affiliates have any portion of any taxesliability for, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.your personal tax treatment.

Section 409A. (a) Notwithstanding any provision of It is intended that payments and benefits made or provided under this Agreement to the contrary, all provisions of this Agreement are intended to shall comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possiblethereto. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each installment payment provided of compensation under this Agreement shall be treated as a separate payment. Any payment of compensation for purposes of applying the exclusion under Section 409A for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Section 409A. All payments to be made under this Agreement upon a termination of Employee’s employment shall under this Agreement may only be made if such termination of employment constitutes upon a “separation from service” under Section 409A. (b) To 409A to the extent that any right necessary in order to reimbursement avoid the imposition of expenses penalty taxes on the Executive pursuant to Section 409A. In no event may the Executive, directly or payment indirectly, designate the calendar year of any benefit payment under this Agreement. Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement constitutes nonqualified deferred compensation (within that are subject to Section 409A shall be made in accordance with the meaning requirements of Section 409A), including, where applicable, the requirement that (i) any such reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense reimbursement shall will be made by the Company no later than the last day of the taxable calendar year following the taxable year in which such the expense was incurred by Employee, is incurred; and (iiiv) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. Without limiting the generality of the foregoing, to the extent required in order to comply with Section 409A, amounts 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 paid or provided in any other taxable year; providedunder Section 4(a) hereof during the period between the Executive’s termination of service with the Company and the six-month anniversary thereof, that the foregoing clause 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 paid or provided to the period in which Executive on the arrangement is in effect. (c) 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 Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) first business day after the date that is six (6) months after following the Termination Date (date of such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.termination.

Section 409A. (a) Notwithstanding any provision of this This Agreement to the contrary, all provisions of this Agreement are is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)amended, and the applicable Treasury regulations and administrative other interpretive guidance issued thereunder (collectively, “Section 409A”) or an exemption 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 or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of EmployeeExecutive’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. 409A. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (a) the amount of 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; (b) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such an eligible expense reimbursement shall be made by the Company no later than paid to Executive on or before the last day of the taxable calendar year following the taxable calendar year in which such the expense was incurred by Employee, incurred; and (iic) the any right to reimbursement reimbursements or in-kind benefits under this Agreement shall not be 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 any other taxable year; provided, that the foregoing clause 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 in which the arrangement is in effect. (c) . 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 EmployeeExecutive’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of EmployeeExecutive’s death or (ii) the date that is six (6) months after the Termination Date date of the termination of Executive’s employment with Company (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee Executive (or EmployeeExecutive’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee Executive on account of non-compliance with Section 409A.