Common use of Section 409A Clause in Contracts

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the Option awarded pursuant to this Agreement be exempt from Section 409A of the Code (“Section 409A”) because it is believed that (i) the Exercise Price may never be less than the Fair Market Value of a Share on the Date of Grant and the number of Shares subject to the Option is fixed on the original Date of Grant, (ii) the transfer or exercise of the Option is subject to taxation under Section 83 of the Code and Treas. Reg. 1.83-7, and (iii) the Option does not include any feature for the deferral of compensation other than the deferral of recognition of income until the exercise of the Option. The provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with this intention, and the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any provisions of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced byamended, adjusted, assumed or offset againstsubstituted for, any amount owing by you converted or otherwise modified without the Optionee’ s prior written consent if and to the extent that the Company believes or reasonably should believe that such amendment, adjustment, assumption or substitution, conversion or modification would cause the Award to violate the requirements of Section 409A. In the event that either the Company or any of its Affiliates. (c) Ifthe Optionee believes, at the time of your separation from service (within the meaning of Section 409A)any time, (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time that any benefit or right under this Agreement is subject to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay Committee may (acting alone and without any required consent of the Optionee) amend this Agreement in such manner as the Committee deems necessary or appropriate to be exempt from or otherwise comply with the requirements of Section 409A (including without limitation, amending the Agreement to increase the Exercise Price to such amount on as may be required in order for the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment AgreementOption to be exempt from Section 409A), on the first business day after such six-month period. (db) Notwithstanding the foregoing, the Company does not make any representation to the Optionee that the Option awarded pursuant to this Agreement is exempt from, or satisfies, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless the Optionee or any Beneficiary for any tax, additional tax, interest or penalties that the Optionee or any Beneficiary may incur in the event that any provision of this Award Agreement to the contraryAgreement, in light of the uncertainty or any amendment or modification thereof or any other action taken with respect thereto, that either is consented to by the proper application Optionee or that the Company reasonably believes should not result in a violation of Section 409A, the Company reserves the right is deemed to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor violate any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all the requirements of such taxes or penalties.Section 409A.

Section 409A. (a) It This Award is intended to comply with Section 409A of the Code and ambiguous provisions, if any, shall be construed in a manner that is compliant with or exempt from the application of Section 409A, as appropriate. This Award shall not be amended or terminated in a manner that would cause the Award or any amounts payable under the Award to fail to comply with the requirements of Section 409A, to the extent applicable, and, further, the provisions of any purported amendment that may reasonably be expected to result in such non-compliance shall be of no force or effect with respect to the Award. The Company shall neither cause nor permit any payment, benefit or consideration to be substituted for a benefit that is payable under this Award Agreement if such action would result in the failure of any amount that is subject to Section 409A to comply with the applicable requirements of Section 409A. For purposes of Section 409A, and all provisions of each payment under this Award Agreement shall be construed and interpreted in deemed to be a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.separate payment. (b) Neither you nor Notwithstanding any provision of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) Ifcontrary, at if the time of your separation from service (within the meaning of Section 409A), (i) you shall be Participant is a “specified employee (employee” within the meaning of Section 409A as of the date of the Participant’s termination of employment and using the identification methodology selected by the Company determines, in good faith, that immediate payments of any amounts or benefits would cause a violation of Section 409A, then any amounts or benefits which are payable under this Award upon the Participant’s “separation from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (service” within the meaning of Section 409A409A which (i) the payment of which is required to be delayed pursuant are subject to the provisions of Section 409A; (ii) are not otherwise excluded under Section 409A; and (iii) would otherwise be payable during the first six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company period following such separation from service shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), be paid on the first business day after such six-month period. next following the earlier of (d1) Notwithstanding any provision the date that is six months and one day following the Date of this Award Agreement to termination or (2) the contrary, in light date of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penaltiesparticipant’s death.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you Executive nor any of your his creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with Employer or any of its affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you Executive or for your Executive’s benefit under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you Executive to the Company Employer or any of its Affiliatesaffiliates. (c) If, at the time of your Executive’s separation from service (within the meaning of Section 409A), (i) you Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company Employer from time to time) and (ii) the Company Employer shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company Employer (or its affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement), it on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement or any Company Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company Employer reserves the right to make amendments to this Award Agreement any Company Plan as the Company Employer deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be Executive is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you Executive or for your Executive’s account in connection with this Award Agreement any Company Plan (including any taxes and penalties under Section 409A), and neither the Company Employer nor any of its Affiliates affiliate shall have any obligation to indemnify or otherwise hold you Executive harmless from any or all of such taxes or penalties. (e) For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). (f) Except as specifically permitted by Section 409A, any benefits and reimbursements provided to Executive under this Agreement during any calendar year shall not affect any benefits and reimbursements to be provided to Executive under this Agreement in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit. Furthermore, reimbursement payments shall be made to Executive as soon as practicable following the date that the applicable expense is incurred, but in no event later than the last day of the calendar year following the calendar year in which the underlying expense is incurred.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment AgreementDocuments), on the first business day Business Day after such six-month period. For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulations Section 1.409A-2(b)(2)(iii). (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (aThe payments under this Agreement are intended to be exempt from the application of Section 409A pursuant to the “short-term deferral” exception and “separation pay plan” exception under Section 409A to the fullest extent possible. Each individual payment provided under Sections 3(d), 4(d) It or 4(e) is intended that to be a separate payment and not a series of payments for purposes of Section 409A. Anything in this Agreement to the provisions contrary notwithstanding, if the severance payment above constitutes an item of this Award Agreement comply with nonqualified deferred compensation subject to Section 409A, the Company and you shall take all provisions of this Award Agreement shall be construed and interpreted in steps necessary (including with regard to any post-termination services you may perform) to ensure that any such termination constitutes a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (“separation from service” within the meaning of Section 409A) payable under this Award Agreement to any anticipation409A. In addition, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to if you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, are deemed at the time of your “separation from service (service” to be a “specified employee” within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of that term under Section 409A and using to the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes extent delaying commencement of payment of nonqualified deferred compensation (within the meaning that is payable on account of Section 409Ayour separation from service) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), then all such payments and benefits will instead be paid to you in a lump sum without interest on the earlier of (a) the first business day of the seventh month following your “separation from service” or (b) five business days after the date the Company receives written confirmation of your death. It is intended that payments under this Agreement will be exempt from or comply with Section 409A, but the Company makes no representation or covenant to ensure that the payments under this Agreement are exempt from, or compliant with, Section 409A, and neither the Company nor will have no liability to you or any of its Affiliates shall have any obligation other party if a payment under this Agreement that is intended to indemnify be exempt from, or otherwise hold you harmless from any compliant with, Section 409A is not so exempt or all of such taxes or penaltiescompliant.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day Business Day after such six-month period. For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulations Section 1.409A-2(b)(2)(iii). (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended You and the Company understand and agree that certain payments contemplated by this Agreement may be “nonqualified deferred compensation” for purposes of Section 409A of the provisions Code. No nonqualified deferred compensation payable hereunder shall be paid or be subject to acceleration or to any change in the specified time or method of payment, except as otherwise provided under this Agreement and consistent with Section 409A of the Code. Notwithstanding any other provision of this Award Agreement comply with Section 409Ato the contrary, and all provisions to the extent required by Section 409A of this Award Agreement shall be construed and interpreted the Code (as amended from time to time), in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any event that payment of your creditors or beneficiaries shall have the right to subject any nonqualified deferred compensation (within the meaning made pursuant to this Agreement is based upon or attributable to your termination of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to employment and you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, are at the time of your separation from service (within the meaning termination a “Specified Employee,” then any payment of Section 409A), (i) nonqualified deferred compensation otherwise required to be made to you shall be deferred and paid in a specified employee lump sum to you on the day after the date that is six (6) months from the date of your “Separation from Service” within the meaning of Section 409A and using of the identification methodology selected Code; provided, however, if you die prior to the expiration of such six (6) month period, payment to your beneficiary shall be made as soon as practicable following your death. You will be a “Specified Employee” for purposes of this Agreement if, on the date of your Separation from Service, you are an individual who is, under the method of determination adopted by the Company from time designated as, or within the category of employees deemed to time) and (ii) the Company shall make be, a good faith determination that an amount payable hereunder constitutes deferred compensation (“specified employee” within the meaning of and in accordance with Treasury Regulation Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the 1.409A-1(i). The Company shall not pay such amount on determine in its sole discretion all matters relating to who is a “Specified Employee” and the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day after such six-month period. (d) Notwithstanding any provision application of this Award Agreement to the contrary, in light and effects of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account change in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penaltiesdetermination.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day after such six-month period. For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with with, or are exempt from, Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. 409A. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you the Employee or for your the Employee’s benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you the Employee to the Company or any of its Affiliates. (c) . In the event that any 60-day period described in Section 8 of this Agreement straddles two calendar years, then any PRSUs, and any dividends with respect thereto, that are settled within such 60-day period in accordance with this Agreement shall be settled in the second calendar year. If, at the time of your the Employee’s separation from service (within the meaning of Section 409A), (ia) you the Employee shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (iib) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (d) . Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you the Employee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you the Employee or for your the Employee’s account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you the Employee harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that all the compensation and benefits payable pursuant to this Agreement are exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). In the event that any compensation and benefits payable pursuant to this Agreement are determined not to be exempt from Section 409A, it is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the provisions of this Award Agreement be exempt from or comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day Business Day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the provisions of The parties intend for this Award Agreement to comply with or be exempt from Section 409A409A of the Code, and all provisions of this Award Agreement shall will be construed interpreted and interpreted in a manner consistent with applied accordingly. Nonetheless, the requirements for avoiding taxes or penalties under Section 409A.Company does not guaranty the tax treatment of any compensation payable to Executive. (b) Neither you nor any Notwithstanding anything to the contrary in this Agreement, no portion of your creditors the benefits or beneficiaries shall have the right payments to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted be made under Section 409A, any deferred compensation (within the meaning of Section 409A9(a) above will be payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to until Executive has a “separation from service” from the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A of the Code. In addition, 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 of the Code to payments due to Executive upon or following his “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 months following Executive’s “separation from service” (taking into account the preceding sentence of this paragraph) will be deferred without interest and using paid to Executive in a lump sum immediately following that six month period. This paragraph should not be construed to prevent the identification methodology selected by application of Treas. Reg. § 1.409A-1(b)(9)(iii) (or any successor provision) to amounts payable hereunder. For purposes of the Company from time application of Section 409A of the Code, each payment in a series of payments will be deemed a separate payment. (c) Notwithstanding anything in this Agreement to time) and (ii) the Company shall make contrary, to the extent an expense, reimbursement or in-kind benefit provided to Executive pursuant to this Agreement or otherwise constitutes a good faith determination that an amount payable hereunder constitutes deferred compensation (“deferral of compensation” within the meaning of Section 409A409A of the Code: (i) the payment amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (ii) the reimbursements for expenses for which Executive is required entitled to be delayed pursuant to reimbursed shall be made on or before the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business last day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to calendar year following the proper application of Section 409Acalendar year in which the applicable expense is incurred, the Company reserves and (iii) the right to make amendments to this Award Agreement as the Company deems necessary payment or desirable to avoid the imposition of taxes reimbursement or penalties under Section 409A. In in-kind benefits hereunder may not be liquidated or exchanged for any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penaltiesother benefit.

Section 409A. (a) a. It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) b. Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with Studio or any of its affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you to the Company Studio or any of its Affiliatesit affiliates. (c) c. If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company Studio from time to time) and (ii) the Company Studio shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company Studio (or its affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without together with interest (except credited at the Applicable Federal Rate in effect as otherwise provided in of the date of your Employment Agreement)termination of employment, on the first business day after such six-month period. (d) d. Notwithstanding any provision of this Award Agreement or any Company Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company Studio reserves the right to make amendments to this Award Agreement any Company Plan as the Company Studio deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, except as provided in Paragraph 25.b of this Agreement, you shall be are solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement any Company Plan (including any taxes and penalties under Section 409A), and neither the Company Studio nor any of its Affiliates affiliate shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties. e. For purposes of Section 409A, each of (i) the installments at a rate equal to 50% of your Base Salary, as provided in Paragraph 9, and (ii) the installments of continued Base Salary, as provided in Paragraphs 10 and 12, will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii).

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A of the Code, as amended, and the regulations thereunder as in effect from time to time (collectively, “Section 409A”), and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent either to (i) exempt any compensation from the application of Section 409A, or (ii) comply with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you the Executive nor any creditor or beneficiary of your creditors or beneficiaries the Executive shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with the Company or any of its Affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your the benefit of the Executive under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you the Executive to the Company or any of its Affiliates. (c) If, at the time of your the Executive’s separation from service (within the meaning of Section 409A), (i) you the Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company (or an Affiliate thereof, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless seventh month following such separation from any or all of such taxes or penaltiesservice.

Section 409A. (ai) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (bii) Neither you Employee nor any of your his creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with the Company or any of its affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you Employee or for your Employee’s benefit under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you Employee to the Company or any of its Affiliatesaffiliates. (ciii) If, at the time of your Employee’s separation from service (within the meaning of Section 409A), (i) you Employee shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company (or its affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement), it on the first business day after such six-month period. (div) Notwithstanding any provision of this Award Agreement or any Company Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement any Company Plan as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be Employee is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you Employee or for your Employee’s account in connection with this Award Agreement any Company Plan (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates affiliate shall have any obligation to indemnify or otherwise hold you Employee harmless from any or all of such taxes or penalties. (v) For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). (vi) Except as specifically permitted by Section 409A, any benefits and reimbursements provided to Employee under this Agreement during any calendar year shall not affect any benefits and reimbursements to be provided to Employee under this Agreement in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit. Furthermore, reimbursement payments shall be made to Employee as soon as practicable following the date that the applicable expense is incurred, but in no event later than the last day of the calendar year following the calendar year in which the underlying expense is incurred.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A of the Code, as amended, and the regulations thereunder as in effect from time to time (collectively, “Section 409A”), and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent either to (i) exempt any compensation from the application of Section 409A, or (ii) comply with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you the Executive nor any creditor or beneficiary of your creditors or beneficiaries the Executive shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with the Company or any of its Affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your the benefit of the Executive under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you the Executive to the Company or any of its Affiliates. (c) If, at the time of your the Executive’s separation from service (within the meaning of Section 409A), (i) you the Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company (or an Affiliate thereof, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after of the seventh month following such six-month period. (d) Notwithstanding separation from service. To the extent required by Section 409A, any provision payment or benefit that would be considered deferred compensation subject to, and not exempt from, Section 409A, payable or provided upon a termination of this Award Agreement the Executive’s employment shall only be paid or provided to the contrary, in light of Executive upon the uncertainty with respect to Executive’s separation from service (within the proper application meaning of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with with, or are exempt from, Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. 409A. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you the Employee or for your the Employee’s benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you the Employee to the Company or any of its Affiliates. (c) affiliates. In the event that any 60-day period described in Section 8 of this Agreement straddles two calendar years, then any PRSUs, and any dividends with respect thereto, that are settled within such 60-day period in accordance with this Agreement shall be settled in the second calendar year. If, at the time of your the Employee’s separation from service (within the meaning of Section 409A), (ia) you the Employee shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (iib) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (d) . Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you the Employee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you the Employee or for your the Employee’s account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you the Employee harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A of the Code, as amended, and the regulations thereunder as in effect from time to time (collectively, “Section 409A”), and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent either to (i) exempt any compensation from the application of Section 409A, or (ii) comply with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you the Executive nor any creditor or beneficiary of your creditors or beneficiaries the Executive shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with the Company or any of its Affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your the benefit of the Executive under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you the Executive to the Company or any of its Affiliates. (c) If, at the time of your the Executive's separation from service (within the meaning of Section 409A), (i) you the Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company (or an Affiliate thereof, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless seventh month following such separation from any or all of such taxes or penaltiesservice.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with with, or are exempt from, Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) 409A. Neither you the Employee nor any of your the Employee’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you the Employee or for your the Employee’s benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you the Employee to the Company or any of its Affiliates. (c) . If, at the time of your the Employee’s separation from service (within the meaning of Section 409A), (ia) you the Employee shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (iib) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (d) . Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you the Employee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you the Employee or for your the Employee’s account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you the Employee harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A of the Code, as amended, and the regulations thereunder as in effect from time to time (collectively, "Section 409A"), and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent either to (i) exempt any compensation from the application of Section 409A, or (ii) comply with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you the Executive nor any creditor or beneficiary of your creditors or beneficiaries the Executive shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with the Company or any of its Affiliates (this Agreement and such other plans, policies, arrangements and agreements, the "Company Plans") to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your the benefit of the Executive under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you the Executive to the Company or any of its Affiliates. (c) If, at the time of your the Executive's separation from service (within the meaning of Section 409A), (i) you the Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company (or an Affiliate thereof, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after of the seventh month following such six-month period. (d) Notwithstanding separation from service. To the extent required by Section 409A, any provision payment or benefit that would be considered deferred compensation subject to, and not exempt from, Section 409A, payable or provided upon a termination of this Award Agreement the Executive's employment shall only be paid or provided to the contrary, in light of Executive upon the uncertainty with respect to Executive's separation from service (within the proper application meaning of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with with, or are exempt from, Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. 409A. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you the Employee or for your the Employee’s benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you the Employee to the Company or any of its Affiliates. (c) . In the event that any 60-day period described in Section 8 of this Agreement straddles two calendar years, then any RSUs, and any dividends with respect thereto, that are settled within such 60-day period in accordance with this Agreement shall be settled in the second calendar year. If, at the time of your the Employee’s separation from service (within the meaning of Section 409A), (ia) you the Employee shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (iib) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (d) . Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you the Employee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you the Employee or for your the Employee’s account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you the Employee harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) 409A. If, at the time of your separation from service (within the meaning of Section 409A), (ia) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (iib) the Company shall make a good faith determination that an amount payable hereunder under this Agreement or any other plan, policy, arrangement or agreement of or with the Company (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay any such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrary, in light earlier of the uncertainty with respect to first day of the proper application seventh month following such separation from service or your death. For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treas. Reg. Section 1.409A-2(b)(2)(iii). Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to or for your benefit under any Company reserves Plan may not be reduced by, or offset against, any amount owing by you to the Company. Except as specifically permitted by Section 409A, the benefits and reimbursements provided to you under this Agreement and any Company Plan during any calendar year shall not affect the benefits and reimbursements to be provided to you under the relevant section of this Agreement or Company Plan in any other calendar year, and the right to make amendments such benefits and reimbursements cannot be liquidated or exchanged for any other benefit and shall be provided in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto. Further, in the case of reimbursement payments, such payments shall be made to this Award Agreement as you on or before the last day of the calendar year following the calendar year in which the underlying fee, cost or expense is incurred. Notwithstanding the preceding, the Company deems necessary or desirable to avoid makes no representations concerning the imposition tax consequences of taxes or penalties your participation in this Agreement under Section 409A. In 409A or any caseother Federal, you state or local tax law. Your tax consequences shall be solely responsible and liable for depend, in part, upon the satisfaction application of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (relevant tax law, including any taxes and penalties under Section 409A), to the relevant facts and neither circumstances. You should consult a competent and independent tax advisor regarding the Company nor any tax consequences of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penaltiesthis Agreement.

Section 409A. (a) It a. The Company believes that the Award may constitute “deferred compensation” within the meaning of Section 409A of the Code, and it is intended that the intention and belief of the Company that, to the extent required to avoid taxes or penalties under Section 409A of the Code, the provisions of this Award Agreement comply in all respects with Section 409A409A of the Code, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or and penalties under Section 409A. 409A of the Code. If the Company determines after the Grant Date that an amendment to this Agreement is necessary to ensure the foregoing, it may, notwithstanding paragraph 17, make such amendment, effective as of the Grant Date or any later date, without the consent of Participant (b) Neither you nor provided that any such amendment shall be narrowly tailored to achieve such compliance with as limited deviation from the intent of your creditors or beneficiaries shall have this Agreement as of the right to subject any deferred compensation (within the meaning of Section 409A) payable under date hereof as is practicable). References in this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment a “termination,” “termination of employment” or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your similar terms shall mean “separation from service (within the meaning of Section 409A), (i) you shall be a specified employee service” (within the meaning of Section 409A of the Code). b. If, at the time of Participant’s “separation from service” (within the meaning of Section 409A of the Code), (i) Participant is a “specified employee” (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder pursuant to an Award constitutes deferred compensation (within the meaning of Section 409A409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A409A of the Code, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), it on the first business day after such six-month period. Except as otherwise determined by the Company in its sole discretion, such amount shall be paid without interest. (d) Notwithstanding any provision c. For the avoidance of doubt, this Award Agreement is subject to the contrary, in light Section 21.14 of the uncertainty with respect to the proper application of Section 409APlan, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penaltieswhich is hereby incorporated by reference.

Section 409A. (a) a. It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) b. Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with Studio or any of its affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you to the Company Studio or any of its Affiliatesit affiliates. (c) c. If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company Studio from time to time) and (ii) the Company Studio shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company Studio (or its affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without together with interest (except credited at the Applicable Federal Rate in effect as otherwise provided in of the date of your Employment Agreement)termination of employment, on the first business day after such six-month period. (d) d. Notwithstanding any provision of this Award Agreement or any Company Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company Studio reserves the right to make amendments to this Award Agreement any Company Plan as the Company Studio deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, except as provided in Paragraph 25.d of this Agreement, you shall be are solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement any Company Plan (including any taxes and penalties under Section 409A), and neither the Company Studio nor any of its Affiliates affiliate shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties. e. For purposes of Section 409A, each of (i) the installments at a rate equal to 50% of your Base Salary, as provided in Paragraph 9, and (ii) the installments of continued Base Salary, as provided in Paragraphs 10 and 12, will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii).

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A of the Code (“Section 409A”) or an exemption thereunder, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you Executive nor any of your his creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with the Combined Company or any of its affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you Executive or for your Executive’s benefit under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you Executive to the Combined Company or any of its Affiliatesaffiliates. (c) Severance benefits under this Agreement are intended to be exempt from Section 409A under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. If, at the time of your Executive’s separation from service (within the meaning of Section 409A), (i) you Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Combined Company from time to time) and (ii) the Combined Company shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Combined Company (or its affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement), it on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement or any other Company Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Combined Company reserves the right to make amendments to this Award Agreement any Company Plan as the Combined Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be Executive is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you Executive or for your Executive’s account in connection with this Award Agreement any Company Plan (including any taxes and penalties under Section 409A), and neither the Combined Company nor any of its Affiliates affiliate shall have any obligation to indemnify or otherwise hold you Executive harmless from any or all of such taxes or penalties. (e) For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). Notwithstanding anything herein to the contrary, to the extent required by Section 409A, Executive shall not be entitled to any payments or benefits payable hereunder as a result of Executive’s termination of employment with the Combined Company that constitute “deferred compensation” under Section 409A unless such termination of employment qualifies as a “separation from service” within the meaning of Section 409A (and any related regulations or other pronouncements thereunder). (f) Except as specifically permitted by Section 409A, any benefits and reimbursements provided to Executive under this Agreement during any calendar year shall not affect any benefits and reimbursements to be provided to Executive under this Agreement in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit. Furthermore, reimbursement payments shall be made to Executive as soon as practicable following the date that the applicable expense is incurred, but in no event later than the last day of the calendar year following the calendar year in which the underlying expense is incurred.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with with, or are exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any related regulations or other pronouncements thereunder (“Section 409A”), and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (ba) Neither you Executive nor any of your his creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement, corporate governance document, or agreement of or with the Company or any of its Subsidiaries (this Agreement and such other plans, policies, arrangements, documents, and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you Executive or for your Executive’s benefit under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you Executive to the Company or any of its AffiliatesCompany. (cb) If, at the time of your Executive’s separation from service (within the meaning of Section 409A), (i) you Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement), it on the first business day after such six-month period. (dc) Notwithstanding any provision of this Award Agreement or any Company Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right and Executive shall cooperate in good faith to make amendments to this Award Agreement any Company Plan as the Company deems are necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be Executive is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you Executive or for your Executive’s account in connection with this Award Agreement any Company Plan (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall not have any obligation to indemnify or otherwise hold you Executive harmless from any or all of such taxes or penalties, in each case, other than any taxes or penalties resulting from a breach by the Company or any of its Subsidiaries of the terms of any Company Plan. (d) For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). Notwithstanding anything herein to the contrary, Executive shall not be entitled to any payments or benefits payable hereunder as a result of Executive’s termination of employment with the Company or any of its Subsidiaries that constitute “deferred compensation” under Section 409A unless such termination of employment qualifies as a “separation from service” within the meaning of Section 409A. Executive shall have no duties following the Effective Termination Date that are inconsistent with Executive having had a “separation from service” within the meaning of Section 409A on or before the Effective Termination Date. (e) Except as specifically permitted by Section 409A, any benefits and reimbursements provided to Executive under this Agreement during any calendar year shall not affect any benefits and reimbursements to be provided to Executive under this Agreement in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit. Furthermore, reimbursement payments shall be made to Executive as soon as practicable following the date that the applicable expense is incurred, but in no event later than the last day of the calendar year following the calendar year in which the underlying expense is incurred.

Section 409A. (a) It For purposes of Section 409A of the Code (“Section 409A”), it is intended that amounts payable pursuant to this Award Agreement qualify for the short-term deferral exception under Treas. Reg. Section 1.409A-1(b)(4) or any successor thereto, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with such exception. (b) In the event that it is determined that any amounts payable pursuant to this Award Agreement do not qualify for the short-term deferral exception under Treas. Reg. Section 1.409A-1(b)(4) or any successor thereto, it is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.409A and any similar state or local law. (bc) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its AffiliatesSubsidiaries. (cd) IfTo the extent required by Section 409A, at any amount payable under the time Award Agreement that constitutes deferred compensation (within the meaning of Section 409A) subject to, and not exempt from, Section 409A, payable or provided to you upon a termination of employment shall only be paid or provided to you upon your separation from service (within the meaning of Section 409A). If, at the time of your separation from service, (i) you shall be are a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder under this Award Agreement constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company (or its Subsidiary, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (de) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you You shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates Subsidiaries shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day Business Day after such six-month period. For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day Business Day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A409A or an applicable exemption thereunder, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.such intention. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be are a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day Business Day after such six-month period. For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulations Section 1.409A-2(b)(2)(iii). (dc) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (ba) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (cb) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day Business Day after such six-month period. For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A2(b)(2)(iii). (dc) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the provisions of this Award Agreement be exempt from or comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including any Severance Benefits, stock awards, consulting payments or other benefits payable due to termination, shall be paid to you during the six-month period following termination if the Company determines that paying such amounts would be a prohibited distribution under Section 409A. If the payment of any such amounts is so delayed, then on the first day of the seventh month following termination (aor such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution) It is intended the Company shall pay to you a lump-sum amount equal to the cumulative amount that would have otherwise been payable during such period. In addition, to the provisions of this Award Agreement extent required in order to comply with Section 409A, and all provisions you shall not be considered to have terminated employment with the Company for purposes of this Award Agreement and no payment of such amounts due pursuant to your termination shall be construed and interpreted in due until you would be considered to have incurred a manner consistent with “separation from service” from the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (Company within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any 409A. Each such amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder which constitutes deferred compensation (within the meaning subject to Section 409A shall be construed as a separate identified payment for purposes of Section 409A) 409A. If the payment of period during which is required you have discretion to be delayed pursuant to execute or revoke the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409ARelease straddles two calendar years, then the Company shall not pay such amount will make the payment of amounts that are subject to Section 409A and contingent on the otherwise scheduled effectiveness of such Release starting in the second of such years regardless of which year you actually deliver the Release. You may not, directly or indirectly, designate the calendar year of payment date but shall instead pay itof any amounts subject to Section 409A. The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A and, without interest (except as otherwise provided in your Employment Agreement)accordingly, on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrarymaximum extent permitted, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may interpreted to be imposed on you exempt from or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penaltiescompliance therewith.

Section 409A. (ai) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (bii) Neither you Employee nor any of your his creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with the Company or any of its affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you Employee or for your Employee’s benefit under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you Employee to the Company or any of its Affiliatesaffiliates. (ciii) If, at the time of your Employee’s separation from service (within the meaning of Section 409A), (i) you Employee shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company (or its affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement), it on the first business day after such six-month period. (div) Notwithstanding any provision of this Award Agreement or any Company Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement any Company Plan as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be Employee is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you Employee or for your Employee’s account in connection with this Award Agreement any Company Plan (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates affiliate shall have any obligation to indemnify or otherwise hold you Employee harmless from any or all of such taxes or penalties. (v) For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). (vi) Except as specifically permitted by Section 409A, any benefits and reimbursements provided to Employee under this Agreement during any calendar year shall not affect any benefits and reimbursements to be provided to Employee under this Agreement in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit. Furthermore, reimbursement payments shall be made to the Employee as soon as practicable following the date that the applicable expense is incurred, but in no event later than the last day of the calendar year following the calendar year in which the underlying expense is incurred.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A of the Code, and any and any rules or regulations promulgated thereunder from time to time (collectively, “Section 409A”), and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.409A (such taxes and penalties, “Section 409A Taxes”). (b) Neither you the Executive nor any of your the Executive’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you the Executive or for your the Executive’s benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you the Executive to the Company or any of its Affiliates. (c) If, at the time of your the Executive’s separation from service (within the meaning of Section 409A), (i) you the Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company (or its Affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement), it on the first business day after such six-month period. (d) Notwithstanding If any payment or benefit to be provided under this Agreement is delayed as provided in Section 23(c) (a “Delayed Payment”), then interest at the Default Rate on such Delayed Payment for the period beginning on the date such Delayed Payment would otherwise have been provided in the absence of Section 23(c) and ending on the date of receipt of such Delayed Payment shall also be paid by the Company to the Executive at the time of payment. (e) In the event that the Company determines that any provision of this Award Agreement does not comply with Section 409A and that the Executive may become subject to a Section 409A Tax, the Executive shall cooperate with the Company to execute any amendment to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems provisions hereof reasonably necessary or desirable to avoid the imposition of taxes such Section 409A Tax, but only to the minimum extent necessary to avoid the application of such Section 409A Tax and only to the extent that the Executive would not, as a result, suffer (i) any reduction in the total present value of the amounts otherwise payable to the Executive, or penalties the benefits otherwise to be provided to the Executive, by the Company or (ii) any material increase in the risk of the Executive not receiving such amounts or benefits. (f) Except as specifically permitted by Section 409A, the benefits and reimbursements provided to the Executive under Section 409A. In Sections 4(a) and 12(b) and otherwise under this Agreement during any casecalendar year shall not affect the benefits and reimbursements to be provided to the Executive in any other calendar year, you any such reimbursements shall be solely responsible made on or before the last day of the calendar year following the calendar year in which the applicable expense was incurred and liable the right to such benefits and reimbursements shall not be liquidated or exchanged for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penaltiesother benefit.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A (“Section 409A”) of the Code, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you Executive nor any of your his creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with PAE or any of its affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you Executive or for your Executive’s benefit under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you Executive to the Company PAE or any of its Affiliatesaffiliates. (c) If, at the time of your Executive’s separation from service (within the meaning of Section 409A), (i) you Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company PAE from time to time) and (ii) the Company PAE shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company PAE (or its affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement), it on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement or any Company Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company PAE reserves the right to make amendments to this Award Agreement any Company Plan as the Company PAE deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be Executive is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you Executive or for your Executive’s account in connection with this Award Agreement any Company Plan (including any taxes and penalties under Section 409A), and neither the Company PAE nor any of its Affiliates affiliate shall have any obligation to indemnify or otherwise hold you Executive harmless from any or all of such taxes or penalties. (e) For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). Notwithstanding anything herein to the contrary, Executive shall not be entitled to any payments or benefits payable hereunder as a result of Executive’s termination of employment with PAE that constitute “deferred compensation” under Section 409A unless such termination of employment qualifies as a “separation from service” within the meaning of Section 409A (and any related regulations or other pronouncements thereunder), (f) Except as specifically permitted by Section 409A, any benefits and reimbursements provided to Executive under this Agreement during any calendar year shall not affect any benefits and reimbursements to be provided to Executive under this Agreement in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit. Furthermore, reimbursement payments shall be made to Executive as soon as practicable following the date that the applicable expense is incurred, but in no event later than the last day of the calendar year following the calendar year in which the underlying expense is incurred.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.409A and any similar state or local law (such taxes and penalties, “Section 409A Taxes”). (b) Neither you the Executive nor any of your the Executive’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with the Company or any of its Affiliates (each, a “Company Plan”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you the Executive or for your the Executive’s benefit under this Award Agreement or any Company Plan may not be reduced by, or offset against, any amount owing by you the Executive to the Company or any of its Affiliates. (c) If, at the time of your the Executive’s separation from service (within the meaning of Section 409A), (i) you the Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder or under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company (or its Affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement), it on the first business day after such six-month period. To the extent required by Section 409A, any payment or benefit that would be considered deferred compensation subject to, and not exempt from, Section 409A, payable or provided upon a termination of employment shall only be paid or provided to the Executive upon the Executive’s separation from service (within the meaning of Section 409A). (d) Notwithstanding If any provision payment or benefit to be provided under this Agreement or any Company Plan is delayed as provided in Section 4(c) above (a “Delayed Payment”), then interest at the Aa Corporate Bond Rate (as defined below) on such Delayed Payment for the period beginning on the date such Delayed Payment would otherwise have been provided in the absence of this Award Agreement Section 4(c) above and ending on the date of receipt of such Delayed Payment shall also be paid by the Company to the contrary, in light Executive at the time of payment. “Aa Corporate Bond Rate” means the average of the uncertainty with respect to the proper application of Section 409AMoody’s daily long-term corporate bond yield averages for Aa-rated corporate bonds published by ▇▇▇▇▇’▇ Investors Service, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction three-month period ending on the last day of all taxes and penalties that may be imposed on you or the second month preceding the Termination Date (or, if such yield information is no longer so published, then the average of the daily corporate bond yields for your account a comparable sample of Aa-rated corporate bonds of comparable tenor determined in connection with this Award Agreement (including any taxes and penalties under Section 409Agood faith by the Company), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended The parties intend that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any amounts payable hereunder that could constitute “deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (compensation” within the meaning of Section 409A and using of the identification methodology selected by the Company from time to time) and Internal Revenue Code of 1986, as amended (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of “Section 409A”) the payment of which is required to will be delayed pursuant to the six-month delay rule set forth in compliant with Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrary409A. However, in light of the uncertainty as of the date hereof with respect to the proper application of Section 409A, the Company reserves the right and Executive agree to negotiate in good faith to make amendments to this Award Agreement as the Company deems parties mutually agree, reasonably and in good faith, are necessary or desirable to avoid the possible imposition of taxes or penalties under Section 409A. In 409A, while preserving any caseaffected benefit or payment to the extent reasonably practicable without materially increasing the cost to the Company. Notwithstanding the foregoing, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates Affiliate shall have any obligation to indemnify or otherwise hold you Executive (or any beneficiary) harmless from any or all of such taxes or penalties. (b) Notwithstanding anything in this Agreement to the contrary, in the event that the Executive is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) and the Executive is not “disabled” within the meaning of Section 409A(a)(2)(C), no payments hereunder that are “deferred compensation” subject to Section 409A shall be made to the Executive prior to the date that is six (6) months after the date of the Executive’s “separation from service” (as defined in Section 409A and any Treasury Regulations promulgated thereunder) or, if earlier, the Executive’s date of death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date. (c) If and to the extent that more than one payment hereunder shall constitute “deferred compensation” subject to Section 409A, each such payment shall be designated as a separate payment within the meaning of Section 409A.

Section 409A. (a) It a. The Company believes that the Award may constitute “deferred compensation” within the meaning of Section 409A of the Code, and it is intended that the intention and belief of the Company that, to the extent required to avoid taxes or penalties under Section 409A of the Code, the provisions of this Award Agreement comply in all respects with Section 409A409A of the Code, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or and penalties under Section 409A. 409A of the Code. If the Company determines after the Grant Date that an amendment to this Agreement is necessary to ensure the foregoing, it may, notwithstanding paragraph 17, make such amendment, effective as of the Grant Date or any later date, without the consent of Participant (b) Neither you nor provided that any such amendment shall be narrowly tailored to achieve such compliance with as limited deviation from the intent of your creditors or beneficiaries shall have this Agreement as of the right to subject any deferred compensation (within the meaning of Section 409A) payable under date hereof as is practicable). References in this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment a “termination,” “termination of employment” or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your similar terms shall mean “separation from service (within the meaning of Section 409A), (i) you shall be a specified employee service” (within the meaning of Section 409A of the Code). b. If, at the time of Participant’s “separation from service” (within the meaning of Section 409A of the Code), (i) Participant is a “specified employee” (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder pursuant to an Award constitutes deferred compensation (within the meaning of Section 409A409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A409A of the Code, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), it on the first business day after such six-month period. Except as otherwise determined by the Company in its sole discretion, such amount shall be paid without interest. (d) Notwithstanding c. In the event that the period in which any provision Peformance Unit must be settled pursuant to paragraph 7 spans two calendar years, settlement of such vested Performance Unit will be made in the second calendar year. d. For the avoidance of doubt, this Award Agreement is subject to the contrary, in light Section 21.14 of the uncertainty with respect to the proper application of Section 409APlan, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penaltieswhich is hereby incorporated by reference.

Section 409A. (a) It is intended that the provisions of this Award Agreement satisfy an exemption from Section 409A or comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day Business Day after such six-month period. For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that In the event any payments to the Executive required to be made pursuant to any provisions of this Award Agreement comply with Section 409Aare determined, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes whole or penalties under Section 409A. in part, to constitute “nonqualified deferred compensation” (b“NQDC”) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using of the identification methodology selected by Code, then the Company from time to timeportion (which may be all) and (ii) of such payments that constitute NQDC will not be paid before the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of date which is the first day of the seventh month after Executive’s “separation from service” (as such term is defined in Section 409A of the Code). The determination of whether and what amount of any payments to the Executive required to be delayed made pursuant to any provisions of this Agreement constitute NQDC shall be made by the six-month delay rule set forth board of directors of the Company in consultation with legal counsel, and any such determination shall be final and binding on the Company and the Executive. The Company makes no representation as to whether any such payment or any part thereof constitutes or may constitute NQDC. Neither the Company nor any of its directors, officers, employees, agents, or professional advisers shall have any liability to the Executive or any other person for any amounts incurred by the Executive or any such other persons by reason of the determination made by the Board pursuant to this Section 12 or any action taken or omitted by the Board, the Company or any of the Company’s directors, officers, employees, agents or professional advisers in the course of or as a result of making such determination. This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Code. This Agreement shall be administered, interpreted, and construed in order to avoid taxes or penalties under a manner consistent with Section 409A, then 409A of the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day after such six-month period. (d) Notwithstanding Code. Should any provision of this Award Agreement be found not to comply with, or otherwise be exempt from, the provisions of Section 409A of the Code, such provision shall be modified and given effect (retroactively if necessary), by the Company, with the consent of the Executive, in such manner as the Company and Executive agree reasonably and in good faith to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code. Notwithstanding anything in this Agreement to the contrary, in light no event shall any payment under this Agreement that constitutes NQDC be accelerated unless and to the extent that such acceleration is permissible under Treasury Regulation 1.409A-3(j)(4) or any successor provision. All reimbursements under this Agreement shall be paid as soon as administratively practicable after Executive has provided the appropriate documentation, but in no event shall any reimbursements be paid later than the last day of the uncertainty with respect calendar year following the calendar year in which the expense was incurred. Notwithstanding anything in this Agreement to the proper application contrary, to the extent required by Section 409A of Section 409Athe Code: (1) the amount of expenses eligible for reimbursement or in-kind benefits provided under this Agreement (including reimbursements or in-kind benefits under Sections 8 or 9 of this Agreement) during a calendar year will not affect the expenses eligible for reimbursement or in-kind benefits provided in any other calendar year, the Company reserves and (2) the right to make amendments reimbursement or in-kind benefits provided under this Agreement shall not be subject to this Award Agreement as the Company deems necessary liquidation or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable exchange for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penaltiesanother benefit.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (ba) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with the Corporation or any of its Affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Corporation Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement the Corporation Plans may not be reduced by, or offset against, any amount owing by you to the Company Corporation or any of its Affiliates. (cb) If, at the time of your separation from service (within the meaning of Section 409Aas defined under Treas. Reg. §1.409A-1(h)), (iI) you shall be are a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) Specified Employee and (iiII) the Company shall make Corporation makes a good faith determination that an amount payable hereunder under a Corporation Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company Corporation (or its Affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you seventh month following such separation from service. “Specified Employee” shall be solely responsible defined in accordance with Treas. Reg. §1.409A-1(i) and liable for the satisfaction of all taxes and penalties that such rules as may be imposed on you established by the Chief Executive Officer of the Corporation or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation his or her delegate from time to indemnify or otherwise hold you harmless from any or all of such taxes or penaltiestime.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations thereunder as in effect from time to time (“Section 409A”), and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you Executive nor any of your his creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with Employer or any of its affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you Executive or for your Executive’s benefit under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you Executive to the Company Employer or any of its Affiliatesaffiliates. (c) If, at the time of your Executive’s separation from service (within the meaning of Section 409A), (i) you Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company Employer from time to time) and (ii) the Company Employer shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company Employer (or its affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement), it on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement or any Company Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company Employer reserves the right to make amendments to this Award Agreement any Company Plan as the Company Employer deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be Executive is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you Executive or for your Executive’s account in connection with this Award Agreement any Company Plan (including any taxes and penalties under Section 409A), and neither the Company Employer nor any of its Affiliates affiliate shall have any obligation to indemnify or otherwise hold you Executive harmless from any or all of such taxes or penalties. (e) For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). (f) Except as specifically permitted by Section 409A, any benefits and reimbursements provided to Executive under this Agreement during any calendar year shall not affect any benefits and reimbursements to be provided to Executive under this Agreement in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit. Furthermore, reimbursement payments shall be made to Executive as soon as practicable following the date that the applicable expense is incurred, but in no event later than the last day of the calendar year following the calendar year in which the underlying expense is incurred.

Section 409A. (a) It The Performance Shares are is intended that to qualify for the “short-term deferral” exemption from Section 409A of the Code, and the provisions of this Award Agreement comply with Section 409Abetween you and the Company will be interpreted, operated and all provisions of this Award Agreement shall be construed and interpreted administered in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the these intentions. The right to subject any deferred compensation (within the meaning of Section 409A) payable under payment triggered by each installment vesting date or vesting event pursuant to this Award Agreement is intended to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning right to a separate payment for purposes of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Code. The Company reserves the right right, to make amendments to this Award Agreement as the extent the Company deems necessary or desirable advisable in its sole discretion, without your consent, to avoid unilaterally amend or modify the imposition Plan and/or this Agreement to ensure that the Performance Shares qualify for exemption from or comply with Section 409A of taxes the Code; provided, however, that the Company makes no representations that the Performance Shares will be exempt from Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to the Performance Shares. With respect to any amounts payable under this Agreement that are subject to Section 409A of the Code, (i) it is intended, and this Agreement will be so construed, that such amounts and the Company’s and your exercise of authority or penalties under discretion hereunder shall comply with the provisions of Section 409A. In any case, 409A of the Code so as not to subject you shall be solely responsible to the payment of interest and liable for the satisfaction of all taxes and penalties additional tax that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A409A of the Code; (ii) any provisions of this Agreement that provide for payment of compensation triggered by your termination of employment other than on account of your death shall be deemed to provide for payment that is triggered only by your “separation from service” within the meaning of Treasury Regulation Section §1.409A-1(h) (a “Section 409A Separation from Service”), (iii) if you are a “specified employee” within the meaning of Treasury Regulation Section §1.409A-1(i) on the date of your Section 409A Separation from Service (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of such Section 409A Separation from Service or in the absence of such rules established by the Company, under the default rules for identifying specified employees under Treasury Regulation Section 1.409A-1(i)), such compensation triggered by such Section 409A Separation from Service shall be paid to you six months following the date of such Section 409A Separation from Service (provided, however, that if you die after the date of such Section 409A Separation from Service, this six month delay shall not apply from and after the date of your death), and neither (iv) to the extent necessary to comply with Section 409A of the Code, the definition of change in control that applies under Section 409A of the Code shall apply under this Agreement to the extent that it is more restrictive than the definition of change in control that would otherwise apply. The Company will have no liability to you or to any other party if the Performance Shares, the vesting of the Performance Shares, delivery of Shares in payment of the Performance Shares or any other event hereunder that is intended to be exempt from or compliant with Section 409A of the Code, is not so exempt or compliant, or for any action taken by the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penaltieswith respect thereto.

Section 409A. (ai) It is intended Without limiting the generality of Section 24(b) hereof, each Award will contain such terms as the Committee determines and will be construed and administered such that the provisions Award either qualifies for an exemption from the requirements of this Section 409A or satisfies such requirements. (ii) Each Award Agreement that provides for “nonqualified deferred compensation” within the meaning of Section 409A shall be subject to such additional rules and requirements as specified by the Committee from time to time in order to comply with Section 409A, and all provisions of this 409A. If any amount under such an Award Agreement shall be construed and interpreted in is payable upon a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation “separation from service” (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service a Participant who is then considered a “specified employee” (within the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) you shall six months and one day after the Participant’s separation from service, or (ii) the Participant’s death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties, and/or additional tax imposed pursuant to Section 409A. In addition, the settlement of any such Award may not be accelerated except to the extent permitted by Section 409A. With regard to any payment considered to be nonqualified deferred compensation under Section 409A, to the extent applicable, that is payable upon a specified employee (Change in Control of the Company or other similar event, to the extent required to avoid the imposition of an additional tax, interest or penalty under Section 409A, no amount will be payable unless such change in control constitutes a “change in control event” within the meaning of Section 409A and using 1.409A-3(i)(5) of the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day after such six-month periodTreasury Regulations. (diii) Notwithstanding any provision of this Award Agreement anything to the contrarycontrary in the Plan or any Award Agreement, in light the Committee may unilaterally amend, modify or terminate the Plan or any outstanding Award, including but not limited to changing the form of the uncertainty with respect to Award, if the proper application of Section 409ACommittee determines that such amendment, the Company reserves the right to make amendments to this Award Agreement as the Company deems modification or termination is necessary or desirable to avoid the imposition of taxes an additional tax, interest or penalties penalty under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction 409A. (iv) For purposes of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither each payment made under the Company nor Plan or any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penaltiesAward will be treated as a separate payment.

Section 409A. (ai) It The intent of the parties is intended that the provisions of payments and benefits under this Award Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (“Section 409A”), to the extent subject thereto, or otherwise be exempt from Section 409A, and all provisions of accordingly, to the maximum extent permitted, this Award Agreement shall be interpreted and administered to be exempt from or in compliance therewith. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate and interpreted in a manner consistent with distinct payment for purposes of Section 409A. Without limiting the requirements for avoiding taxes or foregoing and notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A.409A: (ba) Neither You shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which are subject to Section 409A until you nor any of your creditors or beneficiaries shall would be considered to have incurred a “separation from service” from the right to subject any deferred compensation (Company within the meaning of Section 409A; (b) Amounts that would otherwise be payable under and benefits that would otherwise be provided pursuant to this Award Agreement to or any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to other arrangement between you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to and the Company or any of its Affiliates. during the six (c6) If, at month period immediately following your separation from service shall instead be paid on the time of first business day after the date that is six (6) months following your separation from service (or, if earlier, your date of death); (c) Omitted (d) Any payment that will be in compliance with Section 409A only if payable upon a change in control event within the meaning of Treas. Reg. Section 409A), (i1.409A-3(i)(5) you shall be a specified employee made only in compliance with such regulation; and (within the meaning of Section 409A and using the identification methodology selected by the Company from time to timee) and (ii) the Company shall make a good faith determination that an If any severance amount payable hereunder under this Agreement or any other agreement that you may have a right or entitlement to as of the date of this Agreement constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay portion of the benefits payable hereunder equal to such other amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise be provided in your Employment Agreement), on the first business day after form set forth in this Agreement or such six-month periodother agreement. (dii) Notwithstanding The Company makes no representation that any provision of this Award Agreement to the contrary, in light or all of the uncertainty payments described in this Agreement will be exempt from or comply with respect Section 409A and makes no undertaking to the proper application of preclude Section 409A, the Company reserves the right 409A from applying to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, such payment. You understand and agree that you shall be solely responsible and liable for the satisfaction payment of all taxes and penalties that may be imposed any taxes, penalties, interest or other expenses incurred by you on you or for your account in connection of non-compliance with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.409A.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (ba) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (cb) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (dc) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with with, or are exempt from, Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. 409A. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you the Employee or for your the Employee’s benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you the Employee to the Company or any of its Affiliates. (c) affiliates. In the event that any 60-day period described in Section 8 of this Agreement straddles two calendar years, then any RSUs, and any dividends with respect thereto, that are settled within such 60-day period in accordance with this Agreement shall be settled in the second calendar year. If, at the time of your the Employee’s separation from service (within the meaning of Section 409A), (ia) you the Employee shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (iib) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (d) . Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you the Employee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you the Employee or for your the Employee’s account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates affiliates shall have any obligation to indemnify or otherwise hold you the Employee harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended a. The Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any are classified as deferred compensation (only upon a “separation from service” within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates.409A. (c) If, b. If at the time of your the Executive’s separation from service (within the meaning of Section 409A)service, (ia) you shall be the Executive is a “specified employee employee” (within the meaning of Section 409A and using the identification methodology selected by the Company from time to timeCompany) and (iib) the Company shall make a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A) ), the payment of which is required to be delayed pursuant to the six-month delay rule set forth in of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall will not pay such the entire amount on the otherwise scheduled payment date but shall will instead pay iton the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., without interest any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (except as otherwise provided if any) in your Employment Agreement), a lump sum on the first business day after such six-six month period. (d) Notwithstanding c. To the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Award Agreement Agreement, such provision shall be deemed amended to the contrary, in light minimum extent necessary to avoid application of such tax and the uncertainty with respect parties shall promptly execute any amendment reasonably necessary to implement this Section 27. The Executive and the Company agree to cooperate to make such amendment to the proper application terms of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems may be necessary or desirable to avoid the imposition of penalties and taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A); provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and neither the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company nor with respect to any payment. d. For purposes of its Affiliates the this Agreement, Section 409A shall have refer to Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations and any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penaltiesother authoritative guidance issued thereunder.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder as in effect from time to time (collectively, hereinafter, “Section 409A”), and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you Executive nor any of your Executive’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with Olin or any of its affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Olin Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you Executive or for your Executive’s benefit under this Award Agreement any Olin Plan may not be reduced by, or offset against, any amount owing by you Executive to the Company Olin or any of its Affiliatesaffiliates. (c) If, at the time of your Executive’s separation from service (within the meaning of Section 409A), (i) you Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company Olin from time to time) and (ii) the Company Olin shall make a good faith determination that an amount payable hereunder under an Olin Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company Olin (or its affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement or any Olin Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company Olin reserves the right to make amendments to this Award Agreement and any Olin Plan as the Company deems ▇▇▇▇ ▇▇▇▇▇ necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be except as specifically provided in any Olin Plan, Executive is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you Executive or for your Executive’s account in connection with this Award Agreement any Olin Plan (including any taxes and penalties under Section 409A), and neither the Company Olin nor any of its Affiliates affiliate shall have any obligation to indemnify or otherwise hold you Executive harmless from any or all of such taxes or penalties. (e) For purposes of Section 409A, each installment of Executive Severance will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii).”

Section 409A. (a) It is intended that the provisions payments and benefits provided under this Agreement will be exempt from the application of, or comply with, the requirements of this Award Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). This Agreement comply with Section 409A, and all provisions of this Award Agreement shall will be construed and interpreted in a manner consistent with that effects such intent to the requirements greatest extent possible. However, Milan and the Employer shall not be held liable for avoiding taxes any taxes, interests or penalties that you owe with respect to any payments or benefits provided under Section 409A. (b) Neither you nor this Agreement. With respect to any of your creditors or beneficiaries amounts payable hereunder in installments, each installment shall have the right to subject any deferred compensation (within the meaning be treated as a separate payment for purposes of Section 409A) payable under 409A of the Code. For purposes of any payment due hereunder upon a termination of employment that is subject to the provisions of Section 409A of the Code, such phrase or any similar phrase shall mean a “separation from service” as defined by the default provisions of Treasury Regulation Section 1.409A-1(h). Notwithstanding any other provision of this Award Agreement to any anticipationthe contrary, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to if you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be are a “specified employee (employee” within the meaning of Section 409A and using of the identification Code (as determined in accordance with the methodology selected established by Milan), amounts that constitute “nonqualified deferred compensation” subject to Section 409A of the Company Code that would otherwise be payable by reason of your separation from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to service during the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay period immediately following such amount on the otherwise scheduled payment date but separation from service shall instead pay it, without interest (except as otherwise be paid or provided in your Employment Agreement), on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement following the date that is six months following your separation from service. If you die following your separation from service and prior to the contrary, in light payment of any amounts delayed on account of Section 409A of the uncertainty with respect Code, such amounts shall be paid to the proper application personal representative of your estate within 30 days following the date of your death. Except as specifically permitted by Section 409A409A of the Code, the Company reserves any benefits and reimbursements provided to you under this Agreement during any calendar year shall not affect any benefits and reimbursements to be provided to you under this Agreement in any other calendar year, and the right to make amendments to this Award Agreement as the Company deems necessary such benefits and reimbursements cannot be liquidated or desirable to avoid the imposition of taxes or penalties under Section 409A. In exchanged for any caseother benefit. Furthermore, you reimbursement payments shall be solely responsible and liable for made to you as soon as practicable following the satisfaction date that the applicable expense is incurred, but in no event later than the last day of all taxes and penalties that may be imposed on you or for your account the calendar year following the calendar year in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of which such taxes or penaltiesexpense is incurred.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) 409A. Neither you the Executive nor any of your the Executive’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement, or agreement of or with the Company or any of its affiliates (this Agreement and such other plans, policies, arrangements, and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment attachment, or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you the Executive or for your the Executive’s benefit under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you the Executive to the Company or any of its Affiliates. (c) affiliates. If, at the time of your the Executive’s separation from service (within the meaning of Section 409A), (i) you the Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule as set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. period (d) provided, in all events, the non-compete period shall be computed as if the payment of such amount had not been delayed). Notwithstanding any provision of this Award Agreement any Company Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, after consultation with the Executive, the Company reserves the right to make amendments to this Award Agreement and any other Company Plan as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be the Executive is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or the Executive for your the Executive’s account in connection with this Award Agreement any Company Plan (including any taxes and penalties under Section 409A). Notwithstanding any provision in this Agreement to the contrary: (i) each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (ii) 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 of the Code), (A) 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 the Executive, (B) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and neither (C) the Company nor 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 its Affiliates shall have any obligation the Code solely because such expenses are subject to indemnify or otherwise hold you harmless from any or all of such taxes or penaltiesa limit related to the period the arrangement is in effect.

Section 409A. (a) a. It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) b. Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with Studio or any of its affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you to the Company Studio or any of its Affiliatesit affiliates. (c) c. If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company Studio from time to time) and (ii) the Company Studio shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company Studio (or its affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without together with interest (except credited at the Applicable Federal Rate in effect as otherwise provided in of the date of your Employment Agreement)termination of employment, on the first business day after such six-month period. (d) d. Notwithstanding any provision of this Award Agreement or any Company Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company Studio reserves the right to make amendments to this Award Agreement any Company Plan as the Company Studio deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, except as provided in Paragraph 25.e of this Agreement, you shall be are solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement any Company Plan (including any taxes and penalties under Section 409A), and neither the Company Studio nor any of its Affiliates affiliate shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties. e. For purposes of Section 409A, each of (i) the installments at a rate equal to 50% of your Base Salary, as provided in Paragraph 9, and (ii) the installments of continued Base Salary, as provided in Paragraphs 10 and 12, will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii).

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (ba) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (cb) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day Business Day after such six-month period. For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). (dc) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (aiii) It is intended that the provisions of this Award Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations thereunder as in effect from time to time (“Section 409A”), and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (ba) Neither you Executive nor any of your his creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with Employer or any of its affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you Executive or for your Executive’s benefit under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you Executive to the Company Employer or any of its Affiliatesaffiliates. (cb) If, at the time of your Executive’s separation from service (within the meaning of Section 409A), (i) you Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company Employer from time to time) and (ii) the Company Employer shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company Employer (or its affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement), it on the first business day after such six-month period. (dc) Notwithstanding any provision of this Award Agreement or any Company Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company Employer reserves the right to make amendments to this Award Agreement any Company Plan as the Company Employer deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be Executive is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you Executive or for your Executive’s account in connection with this Award Agreement any Company Plan (including any taxes and penalties under Section 409A), and neither the Company Employer nor any of its Affiliates affiliate shall have any obligation to indemnify or otherwise hold you Executive harmless from any or all of such taxes or penalties. (d) For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). (e) Except as specifically permitted by Section 409A, any benefits and reimbursements provided to Executive under this Agreement during any calendar year shall not affect any benefits and reimbursements to be provided to Executive under this Agreement in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit. Furthermore, reimbursement payments shall be made to Executive as soon as practicable following the date that the applicable expense is incurred, but in no event later than the last day of the calendar year following the calendar year in which the underlying expense is incurred.

Section 409A. (a) It is intended that the provisions of The parties intend for this Award Agreement to comply with or be exempt from Section 409A409A of the Code, and all provisions of this Award Agreement shall will be construed interpreted and interpreted in a manner consistent with applied accordingly. Nonetheless, the requirements for avoiding taxes or penalties under Section 409A.Company does not guaranty the tax treatment of any compensation payable to Executive. (b) Neither you nor any Notwithstanding anything to the contrary in this Agreement, no portion of your creditors the benefits or beneficiaries shall have the right payments to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted be made under Section 409A, any deferred compensation (within the meaning of Section 409A9(a) above will be payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to until Executive has a “separation from service” from the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A of the Code. In addition, 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 of the Code to payments due to Executive upon or following her “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 months following Executive’s “separation from service” (taking into account the preceding sentence of this paragraph) will be deferred without interest and using paid to Executive in a lump sum immediately following that six month period. This paragraph should not be construed to prevent the identification methodology selected by application of Treas. Reg. § 1.409A-1(b)(9)(iii) (or any successor provision) to amounts payable hereunder. For purposes of the Company from time application of Section 409A of the Code, each payment in a series of payments will be deemed a separate payment. (c) Notwithstanding anything in this Agreement to time) and (ii) the Company shall make contrary, to the extent an expense, reimbursement or in-kind benefit provided to Executive pursuant to this Agreement or otherwise constitutes a good faith determination that an amount payable hereunder constitutes deferred compensation (“deferral of compensation” within the meaning of Section 409A409A of the Code: (i) the payment amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (ii) the reimbursements for expenses for which Executive is required entitled to be delayed pursuant to reimbursed shall be made on or before the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business last day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to calendar year following the proper application of Section 409Acalendar year in which the applicable expense is incurred, the Company reserves and (iii) the right to make amendments to this Award Agreement as the Company deems necessary payment or desirable to avoid the imposition of taxes reimbursement or penalties under Section 409A. In in-kind benefits hereunder may not be liquidated or exchanged for any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penaltiesother benefit.

Section 409A. You and the Company intend that any amounts payable hereunder that could constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (a“Section 409A”) It is intended that the provisions of this Award Agreement shall comply with Section 409A, and all provisions of this Award Agreement shall be administered, interpreted and construed and interpreted in a manner consistent with that does not result in the requirements for avoiding taxes imposition of additional taxes, penalties or penalties interest under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to 409A. You and the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time agree to time) and (ii) the Company shall make a negotiate in good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement the Agreement, as the Company deems we mutually agree are necessary or desirable to avoid the imposition of taxes taxes, penalties or penalties interest under Section 409A. In any caseNotwithstanding anything in the Agreement to the contrary, in the event you are deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and you are not “disabled” within the meaning of Section 409A(a)(2)(C) of the Code, no payments in this Agreement that are “deferred compensation” subject to Section 409A shall be solely responsible and liable for made to you before the satisfaction date that is six months after the date of your “separation from service” (as defined in Section 409A) or, if earlier, your date of death. Following any applicable six month delay, all taxes and penalties such delayed payments shall be paid in a single lump sum on the earliest date permissible under Section 409A that is also a business day. For purposes of Section 409A, each of the payments that may be imposed on made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exceptions under subparagraph (iii) and subparagraph (v)(D)) and other applicable provisions of Treasury Regulation §§ 1.409A-1 through A-6. For the avoidance of doubt, it is intended that any in-kind benefit provided to you or for your account in connection with this Award Agreement (including expense reimbursement made hereunder shall be exempt from Section 409A. Notwithstanding the foregoing, if any taxes and penalties under in-kind benefit or expense reimbursement made hereunder shall be determined to be “deferred compensation” within the meaning of Section 409A), then (i) the amount of the in-kind benefit or expense reimbursement during one taxable year shall not affect the amount of the in-kind benefits or expense reimbursement during any other taxable year, (ii) the expense reimbursement shall be made on or before the last day of your taxable year following the year in which the expense was incurred and neither (iii) the Company nor any right to in-kind benefits or expense reimbursement hereunder shall not be subject to liquidation or exchange for another benefit. Please indicate your acceptance of its Affiliates shall have any obligation the terms and conditions of this letter by returning a signed copy of this letter to indemnify or otherwise hold you harmless from any or all of such taxes or penaltiesmy attention. Thank you. We look forward to your continued leadership.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with with, or are exempt from, Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. 409A. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you the Employee or for your the Employee’s benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you the Employee to the Company or any of its Affiliates. (c) affiliates. In the event that any 60-day period described in Section 8 of this Agreement straddles two calendar years, then any APIP Shares, and any dividends with respect thereto, that are settled within such 60-day period in accordance with this Agreement shall be settled in the second calendar year. Each payment hereunder is treated as a separate payment for purposes of Section 409A. If, at the time of your the Employee’s separation from service (within the meaning of Section 409A), (ia) you the Employee shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (iib) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (d) . Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you the Employee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you the Employee or for your the Employee’s account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you the Employee harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A of the Code, as amended, and the regulations thereunder as in effect from time to time (collectively, "Section 409A"), and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent either to (i) exempt any compensation from the application of Section 409A, or (ii) comply with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you the Executive nor any creditor or beneficiary of your creditors or beneficiaries the Executive shall have the right to subject any deferred compensation (within the meaning of Section 409A) } payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with the Company or any of its Affiliates (this Agreement and such other plans, policies, arrangements and agreements, the "Company Plans"} to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your the benefit of the Executive under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you the Executive to the Company or any of its Affiliates. (c) If, at the time of your the Executive's separation from service (within the meaning of Section 409A), (i) you the Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company (or an Affiliate thereof, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise interest, onthe first day of the seventh month following such separation from service. To the extent required by Section 409A, any payment or benefit that would be considered deferred compensation subject to, and not exempt from, Section 409A, payable or provided in your Employment Agreement), on upon a termination of the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement Executive's employment shall only be paid or provided to the contrary, in light of Executive upon the uncertainty with respect to Executive's separation from service (within the proper application meaning of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the The provisions of this Award Agreement comply with Section 8(h) will only apply if and to the extent required to avoid the imposition of taxes, interest and penalties on you under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A, and all provisions ”). Section 409A applies to nonqualified deferred compensation which exists if an individual has a “legally binding right” to compensation that is or may be payable in a later year. In furtherance of the objective of this Award Agreement shall be construed and interpreted in a manner consistent with Section 8(h), to the requirements for avoiding taxes extent that any regulations or penalties other guidance issued under Section 409A. (b) Neither you nor any of 409A would result in your creditors or beneficiaries shall have the right being subject to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes taxes, interest or penalties under Section 409A, then you and the Company shall not pay agree to use our best efforts to amend this letter agreement and any other plan, award, arrangement or agreement between you and the Company in order to avoid or limit the imposition of any such amount on the otherwise scheduled payment date but shall instead pay ittaxes, without interest (except as otherwise provided in your Employment Agreement)or penalties, on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement while maintaining to the contrary, in light maximum extent practicable the original intent of the uncertainty applicable provisions. This Section 8(h) does not guarantee that you will not be subject to taxes, interest or penalties under Section 409A with respect to compensation or benefits described or referenced in this letter agreement or any other plan, award, arrangement or agreement between you and the proper application of Section 409ACompany. Furthermore, and notwithstanding any contrary provision in this letter agreement or any other plan, award, arrangement or agreement between you and the Company reserves Company, to the right to make amendments to this Award Agreement as the Company deems extent necessary or desirable to avoid the imposition of taxes or taxes, interest and penalties on you under Section 409A. In any case409A, if at the time of the termination of your employment you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account are a “specified employee” (as defined in connection with this Award Agreement (including any taxes and penalties under Section 409A), you will not be entitled to any payments upon termination of employment until the first day of the seventh month after the termination of employment and neither any such payments to which you would otherwise be entitled during the first six months following your termination of employment will be accumulated and paid without interest on the first day of the seventh month after the termination of employment. December 1, 2021 ▇▇▇▇▇▇ South Furthermore, and notwithstanding any contrary provision in this letter agreement or in any other plan, award, arrangement or agreement between you and the Company nor that: (i) provides for the payment of nonqualified deferred compensation that is subject to Section 409A; and (ii) conditions payment or commencement of payment on one or more employment-related actions, such as the execution and effectiveness of a release of claims or a restrictive covenant (each an “Employment-Related Action”) (any such plan, award, arrangement or agreement is a “Relevant Plan”): a) if the Relevant Plan does not specify a period or provides for a period of its Affiliates more than 90 days for the completion of an Employment-Related Action, then the period for completion of the Employment-Related Action will be the period specified by the Company, which shall have any obligation be no longer than 90 days following the event otherwise triggering the right to indemnify payment; and b) if the period for the completion of an Employment-Related Action includes the January 1 next following the event otherwise triggering the right to payment, then the payment shall be made or otherwise hold you harmless from any or all commence following the completion of such taxes or penaltiesthe Employment-Related Action, but in no event earlier than that January 1.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with with, or are exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any related regulations or other pronouncements thereunder (“Section 409A”), and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (ba) Neither you Executive nor any of your his creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement, corporate governance document, or agreement of or with the Company or any of its Subsidiaries (this Agreement and such other plans, policies, arrangements, documents, and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you Executive or for your Executive’s benefit under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you Executive to the Company or any of its AffiliatesCompany. (cb) If, at the time of your Executive’s separation from service (within the meaning of Section 409A), (i) you Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement), it on the first business day after such six-month period. (dc) Notwithstanding any provision of this Award Agreement or any Company Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right and Executive shall cooperate in good faith to make amendments to this Award Agreement any Company Plan as the Company deems are necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be Executive is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you Executive or for your Executive’s account in connection with this Award Agreement any Company Plan (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall not have any obligation to indemnify or otherwise hold you Executive harmless from any or all of such taxes or penalties, in each case, other than any taxes or penalties resulting from a breach by the Company or any of its Subsidiaries of the terms of any Company Plan. (d) For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). Notwithstanding anything herein to the contrary, Executive shall not be entitled to any payments or benefits payable hereunder as a result of Executive’s termination of employment with the Company or any of its Subsidiaries that constitute “deferred compensation” under Section 409A unless such termination of employment qualifies as a “separation from service” within the meaning of Section 409A. Executive shall have no duties following the Transition Date that are inconsistent with Executive having had a “separation from service” within the meaning of Section 409A on or before the Transition Date. IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" [[5988631]]" "" [[5988631]] (e) Except as specifically permitted by Section 409A, any benefits and reimbursements provided to Executive under this Agreement during any calendar year shall not affect any benefits and reimbursements to be provided to Executive under this Agreement in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit. Furthermore, reimbursement payments shall be made to Executive as soon as practicable following the date that the applicable expense is incurred, but in no event later than the last day of the calendar year following the calendar year in which the underlying expense is incurred.

Section 409A. (a) It is intended that Notwithstanding any provision of the provisions Plan or this grant to the contrary, if you are a “specified employee” as determined by the Board of this Award Agreement comply Directors or the Committee, in accordance with Section 409A of the Internal Revenue Code of 1986, as amended or any regulations or Treasury guidance promulgated thereunder (“Section 409A”), and all provisions you shall not be entitled to any payments of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any amounts which constitute deferred compensation (within the meaning of Section 409A409A upon a termination of your employment until the earlier of (i) payable under this Award Agreement to the date which is six months after your termination of employment for any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation reason other than death (within the meaning of Section 409Aexcept that during such six (6) payable to month period you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to receive total payments from the Company that do not exceed the amount specified in Treas. Reg. Section 1.409A-1(b)(9) or any of its Affiliates. (c) If, at the time of your separation from service (that constitute a short-term deferral within the meaning of Section 409A), or (iii) you shall be a specified employee (the date of your death. Notwithstanding any provision of the Plan or this grant to the contrary, to the extent any compensation or award which constitutes deferred compensation within the meaning of Section 409A shall vest upon the occurrence of a Change of Control and using such Change of Control does not constitute a “change in the identification methodology selected by ownership or effective control” or a “change in the Company from time to time) and (ii) ownership or a substantial portion of the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (assets” of the Corporation within the meaning of Section 409A, then notwithstanding such vesting, payment will be made to you on the earliest of (i) your “separation from service” with the Company (determined in accordance with Section 409A) or, if you are a specified employee within the meaning of Section 409A, such later date as provided in the preceding paragraph, (ii) the date payment otherwise would have been made, or (iii) your death. If any provision of which is required this Agreement or of any award of compensation, including equity compensation or benefits would cause you to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes incur any additional tax or penalties interest under Section 409A, then the Company shall not pay parties agree to negotiate in good faith to reform such amount on the otherwise scheduled payment date but shall instead pay itprovision in such manner as to maintain, without interest (except as otherwise provided in your Employment Agreement), on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrarymaximum extent practicable, in light the original intent and economic terms of the uncertainty with respect to applicable provision without violating the proper application provisions of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.409A.

Section 409A. (ai) It is intended the intention of the Company that the provisions of this Award Agreement comply with Section 409A409A of the Internal Revenue Code of 1986, as amended (the “Code”) in a manner that does not impose additional taxes, interest or penalties upon the Executive pursuant to Section 409A of the Code, and all provisions of this Award Agreement shall will be construed and interpreted in a manner consistent with Section 409A of the requirements for avoiding taxes or penalties under Code and this Section 409A.4(j). (bii) Neither you the Executive nor any of your the Executive's creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A409A of the Code) payable under this Award Agreement agreement or under any other plan, policy, arrangement or agreement of or with the Company (this agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A409A of the Code, any deferred compensation (within the meaning of Section 409A) payable to you the Executive or for your the Executive's benefit under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you the Executive to the Company or any of its AffiliatesCompany. (ciii) If, at the time of your the Executive's separation from service (within the meaning of Section 409A409A of the Code), (i) you the Executive shall be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A409A of the Code, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (div) Notwithstanding any contrary provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409Aherein, the Company reserves Executive's right to any payment under this Agreement shall be treated as the right to make amendments to this Award Agreement a series of separate payments, as the Company deems necessary or desirable to avoid the imposition of taxes or penalties defined under Treas. Reg. Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A1.409A-2(b)(2), and neither the Company nor any of its Affiliates . The Executive shall have no right to designate the date of any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penaltiespayment hereunder.

Section 409A. (a) It For purposes of Section 409A of the Code (“Section 409A”), it is intended that amounts payable pursuant to this Award Agreement qualify for the short-term deferral exception under Treas. Reg. Section 1.409A-1(b)(4) or any successor thereto, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with such exception. (b) In the event that it is determined that any amounts payable pursuant to this Award Agreement do not qualify for the short-term deferral exception under Treas. Reg. Section 1.409A-1(b)(4) or any successor thereto, it is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.409A and any similar state or local law. (bc) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its AffiliatesSubsidiaries. (cd) IfTo the extent required by Section 409A, at any amount payable under the time Award Agreement that constitutes deferred compensation (within the meaning of Section 409A) subject to, and not exempt from, Section 409A, payable or provided to you upon a termination of employment shall only be paid or provided to you upon your separation from service (within the meaning of Section 409A). If, at the time of your separation from service, (i) you shall be are a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder under this Award Agreement constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company (or its Subsidiary, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you . 5 You shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates Subsidiaries shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the The provisions of this Award Agreement comply with Section 8(h) will only apply if and to the extent required to avoid the imposition of taxes, interest and penalties on you under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A, and all provisions ”). Section 409A applies to nonqualified deferred compensation which exists if an individual has a “legally binding right” to compensation that is or may be payable in a later year. In furtherance of the objective of this Award Agreement shall be construed and interpreted in a manner consistent with Section 8(h), to the requirements for avoiding taxes extent that any regulations or penalties other guidance issued under Section 409A. (b) Neither you nor any of 409A would result in your creditors or beneficiaries shall have the right being subject to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes taxes, interest or penalties under Section 409A, then you and the Company shall not pay agree to use our best efforts to amend this letter agreement and any other plan, award, arrangement or agreement between you and the Company in order to avoid or limit the imposition of any such amount on the otherwise scheduled payment date but shall instead pay ittaxes, without interest (except as otherwise provided in your Employment Agreement)or penalties, on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement while maintaining to the contrary, in light maximum extent practicable the original intent of the uncertainty applicable provisions. This Section 8(h) does not guarantee that you will not be subject to taxes, interest or penalties under Section 409A with respect to compensation or benefits described or referenced in this letter agreement or any other plan, award, arrangement or agreement between you and the proper application of Section 409ACompany. Furthermore, and notwithstanding any contrary provision in this letter agreement or any other plan, award, arrangement or agreement between you and the Company reserves Company, to the right to make amendments to this Award Agreement as the Company deems extent necessary or desirable to avoid the imposition of taxes or taxes, interest and penalties on you under Section 409A. In any case409A, if at the time of the termination of your employment you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account are a “specified employee” (as defined in connection with this Award Agreement (including any taxes and penalties under Section 409A), you will not be entitled to any payments upon termination of employment until the first day of the seventh month after the termination of employment and neither any such payments to which you would otherwise be entitled during the first six months following your termination of employment will be accumulated and paid without interest on the first day of the seventh month after the termination of employment. April 16, 2019 Pe▇▇▇ ▇▇▇▇▇ Furthermore, and notwithstanding any contrary provision in this letter agreement or in any other plan, award, arrangement or agreement between you and the Company nor that: (i) provides for the payment of nonqualified deferred compensation that is subject to Section 409A; and (ii) conditions payment or commencement of payment on one or more employment-related actions, such as the execution and effectiveness of a release of claims or a restrictive covenant (each an “Employment-Related Action”) (any such plan, award, arrangement or agreement is a “Relevant Plan”): (1) if the Relevant Plan does not specify a period or provides for a period of its Affiliates more than 90 days for the completion of an Employment-Related Action, then the period for completion of the Employment-Related Action will be the period specified by the Company, which shall have any obligation be no longer than 90 days following the event otherwise triggering the right to indemnify payment; and (2) if the period for the completion of an Employment-Related Action includes the January 1 next following the event otherwise triggering the right to payment, then the payment shall be made or otherwise hold you harmless from any or all commence following the completion of such taxes or penaltiesthe Employment-Related Action, but in no event earlier than that January 1.

Section 409A. (a) It is intended that the The provisions of this Award Agreement comply with Section 8(h) will only apply if and to the extent required to avoid the imposition of taxes, interest and penalties on you under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A, and all provisions ”). Section 409A applies to nonqualified deferred compensation which exists if an individual has a “legally binding right” to compensation that is or may be payable in a later year. In furtherance of the objective of this Award Agreement shall be construed and interpreted in a manner consistent with Section 8(h), to the requirements for avoiding taxes extent that any regulations or penalties other guidance issued under Section 409A. (b) Neither you nor any of 409A would result in your creditors or beneficiaries shall have the right being subject to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes taxes, interest or penalties under Section 409A, then you and the Company shall not pay agree to use our best efforts to amend this letter agreement and any other plan, award, arrangement or agreement between you and the Company in order to avoid or limit the imposition of any such amount on the otherwise scheduled payment date but shall instead pay ittaxes, without interest (except as otherwise provided in your Employment Agreement)or penalties, on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement while maintaining to the contrary, in light maximum extent practicable the original intent of the uncertainty applicable provisions. This Section 8(h) does not guarantee that you will not be subject to taxes, interest or penalties under Section 409A with respect to compensation or benefits described or referenced in this letter agreement or any other plan, award, arrangement or agreement between you and the proper application of Section 409ACompany. Furthermore, and notwithstanding any contrary provision in this letter agreement or any other plan, award, arrangement or agreement between you and the Company reserves Company, to the right to make amendments to this Award Agreement as the Company deems extent necessary or desirable to avoid the imposition of taxes or taxes, interest and penalties on you under Section 409A. In any case409A, if at the time of the termination of your employment you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account are a “specified employee” (as defined in connection with this Award Agreement (including any taxes and penalties under Section 409A), you will not be entitled to any payments upon termination of employment until the first day of the seventh month after the termination of employment and neither any such payments to which you would otherwise be entitled during the first six months January 16, 2019 Ma▇▇▇▇▇ ▇▇▇▇▇▇▇ following your termination of employment will be accumulated and paid without interest on the first day of the seventh month after the termination of employment. Furthermore, and notwithstanding any contrary provision in this letter agreement or in any other plan, award, arrangement or agreement between you and the Company nor that: (i) provides for the payment of nonqualified deferred compensation that is subject to Section 409A; and (ii) conditions payment or commencement of payment on one or more employment-related actions, such as the execution and effectiveness of a release of claims or a restrictive covenant (each an “Employment-Related Action”) (any such plan, award, arrangement or agreement is a “Relevant Plan”): (1) if the Relevant Plan does not specify a period or provides for a period of its Affiliates more than 90 days for the completion of an Employment-Related Action, then the period for completion of the Employment-Related Action will be the period specified by the Company, which shall have any obligation be no longer than 90 days following the event otherwise triggering the right to indemnify payment; and (2) if the period for the completion of an Employment-Related Action includes the January 1 next following the event otherwise triggering the right to payment, then the payment shall be made or otherwise hold you harmless from any or all commence following the completion of such taxes or penaltiesthe Employment-Related Action, but in no event earlier than that January 1.

Section 409A. (ai) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (bii) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with the Company or any of its affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing owed by you to the Company or any of its Affiliatesaffiliates. (ciii) If, at the time of your separation from service (within the meaning of Section 409A), (iI) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (iiII) the Company shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (div) Notwithstanding any provision of this Award Agreement or any Company Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement and any Company Plan as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be are solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement any Company Plan (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates affiliate shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day Business Day after such six-month period. For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). If it is determined that this Award Agreement is subject to Section 409A and the Release Period set forth in Section 3(e) of this Award Agreement crosses two tax years, then the Settlement Date shall always occur in the second tax year. (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other interpretive guidance promulgated thereunder, as in effect from time to time (“Section 409A”), and all provisions of this Award the Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you the Executive nor any of your his creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award the Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you the Executive or for your his benefit under this Award the Agreement may not be reduced by, or offset against, any amount owing by you the Executive to the Company or any of its AffiliatesCompany. (c) If, at the time of your the Executive’s separation from service (within the meaning of Section 409A), (i) you the Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) ), and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (d) Notwithstanding any provision of this Award the Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award the Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you the Executive shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you the Executive or for your his account in connection with this Award the Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall not have any obligation to indemnify or otherwise hold you the Executive harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with or are exempt from Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”), and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. 409A. If, at the time of any “separation from service” (bwithin the meaning of Section 409A(a)(2)(A)(i)), (i) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation are a “specified employee” (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder a Payment constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date date, but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (d) . Each Payment shall be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). Notwithstanding the foregoing, the Company makes no representations that the Payments comply with Section 409A, and in no event shall the Company, nor any of its subsidiaries or affiliates, be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by you on account of non-compliance with Section 409A. Except as specifically permitted by Section 409A or as otherwise specifically set forth in this Agreement, the Payments provided to you during any calendar year shall not affect the benefits and reimbursements to be provided to you under this Agreement in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit and shall be provided in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv). Further Payments that are reimbursements shall be made to you as soon as practicable following the date that the applicable expense is incurred, but in no event later than the last day of the calendar year following the calendar year in which the underlying expense is incurred. Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.409A.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.409A and any similar state or local law. (ba) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement hereunder may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (cb) IfTo the extent required by Section 409A, at any amount payable under the time Award Agreement that constitutes deferred compensation (within the meaning of Section 409A) subject to, and not exempt from, Section 409A, payable or provided to you upon a termination of employment shall only be paid or provided to you upon your separation from service (within the meaning of Section 409A). If, at the time of your separation from service, (i) you shall be are a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company (or its Affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (dc) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you You shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the Restricted Shares do not constitute non-qualified deferred compensation under Section 409A of the Code. In the event, however, that it is determined that the Restricted Shares are subject to Section 409A of the Code, it is intended that the provisions of this Award Agreement comply with Section 409A409A of the Code, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.409A of the Code. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A409A of the Code) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A409A of the Code, any deferred compensation (within the meaning of Section 409A409A of the Code) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A409A of the Code), (i) you shall be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A409A of the Code, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A409A of the Code, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. 409A of the Code. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A409A of the Code), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with with, or are exempt from, Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. 409A. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you the Employee or for your the Employee’s benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you the Employee to the Company or any of its Affiliates. (c) . In the event that any 60-day period described in Section 9 of this Agreement straddles two calendar years, then any PRSUs, and any dividends with respect thereto, that are settled within such 60-day period in accordance with this Agreement shall be settled in the second calendar year. If, at the time of your the Employee’s separation from service (within the meaning of Section 409A), (ia) you the Employee shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (iib) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (d) . Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you the Employee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you the Employee or for your the Employee’s account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you the Employee harmless from any or all of such taxes or penalties.

Section 409A. The parties agree to amend this Agreement to the extent necessary to avoid imposition of any additional tax or income recognition under Code Section 409A and any final Treasury Regulations and IRS guidance thereunder prior to the earlier of any actual payment to you that may not be in compliance with or exempt from Code Section 409A or December 31, 2006. The Company will not take any action that would expose any payment or benefit to you to accelerated or additional tax under Section 409A of the Code, unless (ai) It the Company is intended obligated to take the action under an agreement, plan, or arrangement to which you are a party; (ii) you request the action; or (iii) the Company advises you in writing that the provisions action may result in the imposition of accelerated or additional tax under Section 409A of the Code and you subsequently request in writing that the action be taken. The Company will hold you harmless for any action it may take in violation of this Award Agreement comply with paragraph, including any attorney’s fees that you may incur in enforcing your rights hereto. Notwithstanding the foregoing, if the Company proposes to take any action or to make any amendment to this Letter to avoid any violation of Code Section 409A409A and you refuse to consent in writing to such action or amendment, then you shall be responsible for any additional tax or income recognition imposed on you, and all provisions any attorney’s fees you incur, as a result of any violation of Code Section 409A. With respect to any such action or amendment the Company proposes, the Company shall, in good faith and after consultation with you, make reasonable efforts to have such proposed action or amendment minimize any adverse consequences to you. By your signature below, you indicate that you agree to the terms set out in this Award Agreement shall be construed and interpreted Letter. Very truly yours, MERCURY INTERACTIVE CORPORATION By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Title: Chairman of the Board of Directors ACKNOWLEDGED AND AGREED: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Date: February 8, 2006 Definition of Terms. The following terms referred to in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries this Letter shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.following meanings:

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations thereunder as in effect from time to time (“Section 409A”), and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you Executive nor any of your his creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with Employer or any of its affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you Executive or for your Executive’s benefit under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you Executive to the Company Employer or any of its Affiliatesaffiliates. (c) If, at the time of your Executive’s separation from service (within the meaning of Section 409A), (i) you Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company Employer from time to time) and (ii) the Company Employer shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company Employer (or its affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement), it on the first business day after such six-month period.. #240447844_v3 (d) Notwithstanding any provision of this Award Agreement or any Company Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company Employer reserves the right to make amendments to this Award Agreement any Company Plan as the Company Employer deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be Executive is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you Executive or for your Executive’s account in connection with this Award Agreement any Company Plan (including any taxes and penalties under Section 409A), and neither the Company Employer nor any of its Affiliates affiliate shall have any obligation to indemnify or otherwise hold you Executive harmless from any or all of such taxes or penalties. (e) For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). (f) Except as specifically permitted by Section 409A, any benefits and reimbursements provided to Executive under this Agreement during any calendar year shall not affect any benefits and reimbursements to be provided to Executive under this Agreement in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit. Furthermore, reimbursement payments shall be made to Executive as soon as practicable following the date that the applicable expense is incurred, but in no event later than the last day of the calendar year following the calendar year in which the underlying expense is incurred.

Section 409A. The Company and you agree that this Agreement and the payments and benefits hereunder are intended to comply with, or qualify for exemption from, the requirements of Section 409A (a) It is intended that including the provisions of this Award Agreement comply with Section 409ATreasury Regulations and other administrative guidance promulgated thereunder), and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with such intent. Without limiting the requirements for avoiding taxes foregoing, you expressly agree and acknowledge that neither the Company, any of its affiliates, nor any of their respective employees, directors or representatives shall have any liability to you with respect to the imposition of any early or additional taxes, interest or penalties under Section 409A. (b) Neither you nor 409A except in such circumstances where the imposition of such taxes, interest or penalties results from the failure of the Company to pay amounts in accordance with this Agreement and any of your creditors plan or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable arrangement applicable to you or for your benefit under results from actions taken by the Company inconsistent with this Award Agreement may not be reduced by, or offset against, any amount owing by you Agreement. Notwithstanding anything to the Company contrary in this Agreement or any elsewhere (except for paragraph 3(d) of its Affiliates. (c) Ifthis Agreement), at if you are a “specified employee” as determined pursuant to Section 409A as of the time date of your separation from service Separation From Service and if any payment, benefit or entitlement provided for in this Agreement or otherwise both (within the meaning x) constitutes a “deferral of Section 409A), (i) you shall be a specified employee (compensation” within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ December 13, 2011 and (iiy) the Company shall make cannot be paid or provided in a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required manner otherwise provided herein or otherwise without subjecting you to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes additional tax, interest or penalties under Section 409A, then any such payment, benefit or entitlement that is payable during the Company first six months following your Separation From Service shall not pay such amount be paid or provided to you in a cash lump-sum on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in earlier of your Employment Agreement), on death or the first business day after of the seventh calendar month following the month in which your Separation From Service occurs. In addition, any payment, benefit or entitlement due upon a termination of your employment that represents a “deferral of compensation” within the meaning of Section 409A (other than any payments due pursuant to paragraph 3(d) of this Agreement) shall only be paid or provided to you upon a Separation From Service, in which case any reference to “Date of Termination” in connection with such six-month period. (d) Notwithstanding payment, benefit or entitlement shall be deemed to be a reference to “Separation From Service” and the actual payment date within any applicable time period specified in the applicable provision of this Award Agreement paragraphs 5, 6, 7 or 8 shall be within the Company’s sole discretion. Notwithstanding anything to the contrarycontrary in this Agreement or otherwise, any payment or benefit under this Agreement or otherwise which is exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to you only to the extent the expenses are not incurred or the benefits are not provided beyond the last day of your second taxable year following your taxable year in light which your Separation From Service occurs; and provided further that the Company reimburses such expenses no later than the last day of your third taxable year following your taxable year in which your Separation From Service occurs. Finally, to the uncertainty extent that the provision of any benefit pursuant to paragraph 5(e) or paragraph 8(f) hereof is taxable to you, any such reimbursement or in-kind benefit shall be paid to you on or before the last day of your taxable year following your taxable year in which the expense is incurred, shall not be subject to liquidation or exchange for any other benefit and shall not, with respect to one taxable year, affect the proper application of Section 409A, expenses eligible for reimbursement or the Company reserves the right in-kind benefits to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In be provided in any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penaltiesother taxable year.

Section 409A. (ad) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (ba) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (cb) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day after such six-month period. (dc) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended i. The Officer will be deemed to have a termination of employment for purposes of determining the timing of any payments that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any are classified as deferred compensation (only upon a "separation from service" within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment409A. ii. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, If at the time of your the Executive's separation from service (within the meaning of Section 409A)service, (ia) you shall be the Officer is a "specified employee employee" (within the meaning of Section 409A and using the identification methodology selected by the Company from time to timeBank and the Bancorp) and (iib) Bancorp and the Company shall Bank make a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A) ), the payment of which is required to be delayed pursuant to the six-month delay rule set forth in of Section 409A in order to avoid taxes or penalties under Section 409A, then Bancorp and the Company shall Bank will not pay such the entire amount on the otherwise scheduled payment date but shall will instead pay iton the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., without interest any amount that 11 satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (except as otherwise provided if any) in your Employment Agreement), a lump sum on the first business day after such six-six month period. iii. To the extent the Officer would be subject to an additional 20% tax (dand any penalties) Notwithstanding imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Award Agreement Agreement, such provision shall be deemed amended to the contrary, in light minimum extent necessary to avoid application of such tax and the uncertainty with respect parties shall promptly execute any amendment reasonably necessary to implement this Section 26. The Officer and the Bank and the Bancorp agree to cooperate to make such amendment to the proper application terms of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems may be necessary or desirable to avoid the imposition of penalties and taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A); provided, however, that the Officer agrees that any such amendment shall provide the Officer with economically equivalent payments and benefits, and neither the Company nor Officer agrees that any such amendment will not materially increase the cost to, or liability of, the Bank and the Bancorp with respect to any payment. iv. For purposes of its Affiliates this Agreement, Section 409A shall have refer to Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations and any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penaltiesother.

Section 409A. (a) It is intended The parties intend that the provisions of this Award Agreement any amounts payable hereunder will comply with or be exempt from Section 409A of the Code (“Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties ”) (including under Section 409A. Treasury Regulation §§ 1.409A-1(b)(4) (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time“short-term deferrals”) and (iib)(9) (“separation pay plans,” including the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation exceptions under subparagraph (within the meaning iii) and subparagraph (v)(D)) and other applicable provisions of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment AgreementTreasury Regulation §§ 1.409A-1 through A-6), on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application . For purposes of Section 409A, each of the payments that may be made under this Agreement will be deemed to be a separate payment. Employee and Company reserves the right Group agree to negotiate in good faith to make amendments to this Award Agreement the Agreement, as the Company deems parties mutually agree are necessary or desirable to avoid the imposition of taxes taxes, penalties or penalties interest under Section 409A. In Neither Employee nor the Company Group will have the right to accelerate or defer the delivery of any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that such payments or benefits except (i) where payment may be imposed made within a certain period of time, the timing of payment within such period will be in the sole discretion of Company Group, and (ii) to the extent specifically permitted or required by Section 409A. With respect to the time of payments of any amounts under the Agreement that are “deferred compensation” subject to Section 409A, references in the Agreement to “Termination of Employment” (and substantially similar phrases) will mean “separation from service” within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if Employee is considered a “specified employee” under Section 409A upon his separation from service and if payment of any amounts on you or account of Employee’s separation from service under this Agreement is required to be delayed for your account a period of six months after separation from service in connection with this Award Agreement (including any taxes and penalties order to avoid taxation under Section 409A), payment of such amounts will be delayed as required by Section 409A, and neither the accumulated amounts will be paid in a lump sum payment within five business days after the end of the six-month delay period. If Employee dies during the six-month delay period prior to the payment of benefits, the amounts withheld on account of Section 409A will be paid to the personal representative of Employee’s estate within 60 days after the date of Employee’s death. For the avoidance of doubt, it is intended that any expense reimbursement made to Employee hereunder will be exempt from Section 409A. Notwithstanding the foregoing, if any expense reimbursement made hereunder is determined to be “deferred compensation” within the meaning of Section 409A, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year, (ii) the expense reimbursement will be made on or before the last day of Employee’s taxable year following the year in which the expense was incurred and (iii) the right to expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. While it is intended that all payments and benefits provided to Employee under this Agreement will be exempt from or comply with Section 409A, the Company nor Group makes no representation or covenant to ensure that such payments and benefits are exempt from or compliant with Section 409A. The Company Group will have no liability to Employee or any of its Affiliates shall have any obligation to indemnify other party if a payment or benefit under this Agreement or otherwise hold you harmless from is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. Employee further understands and agrees that Employee will be entirely responsible for any and all taxes imposed on Employee as a result of such taxes or penaltiesthis Agreement.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A of the Code, as amended, and the regulations thereunder as in effect from time to time (collectively, “Section 409A”), and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent either to (i) exempt any compensation from the application of Section 409A, or (ii) comply with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you the Executive nor any creditor or beneficiary of your creditors or beneficiaries the Executive shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with the Company or any of its Affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Company ▇▇▇▇▇▇ Change in Control Agreement Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your the benefit of the Executive under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you the Executive to the Company or any of its Affiliates. (c) If, at the time of your the Executive’s separation from service (within the meaning of Section 409A), (i) you the Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company (or an Affiliate thereof, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless seventh month following such separation from any or all of such taxes or penaltiesservice.

Section 409A. (ai) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (bii) Neither you Employee nor any of your her creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with the Company or any of its affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you Employee or for your Employee’s benefit under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you Employee to the Company or any of its Affiliatesaffiliates. (ciii) If, at the time of your Employee’s separation from service (within the meaning of Section 409A), (i) you Employee shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company (or its affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement), it on the first business day after such six-month period.. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Employee shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payment shall be due to Employee under this Agreement until Employee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. (div) Notwithstanding any provision of this Award Agreement or any Company Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement any Company Plan as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be Employee is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you Employee or for your Employee’s account in connection with this Award Agreement any Company Plan (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates affiliate shall have any obligation to indemnify or otherwise hold you Employee harmless from any or all of such taxes or penalties. (v) For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). (vi) Except as specifically permitted by Section 409A, any benefits and reimbursements provided to Employee under this Agreement during any calendar year shall not affect any benefits and reimbursements to be provided to Employee under this Agreement in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit. Furthermore, reimbursement payments shall be made to Employee as soon as practicable following the date that the applicable expense is incurred, but in no event later than the last day of the calendar year following the calendar year in which the underlying expense is incurred.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A of the Code, and the regulations thereunder as in effect from time to time (collectively, “Section 409A”), and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent to either (i) exempt any compensation from the application from Section 409A, or (ii) comply with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you the Executive nor any creditor or beneficiary of your creditors or beneficiaries the Executive shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with the Company or any of its Affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your the benefit of the Executive under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you the Executive to the Company or any of its Affiliates. (c) If, at the time of your the Executive’s separation from service (within the meaning of Section 409A), (i) you the Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order of the Code to avoid taxes or penalties under Section 409A, then the Company (or an Affiliate thereof, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless seventh month following such separation from any or all of such taxes or penaltiesservice.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder as in effect from time to time (collectively, hereinafter, “Section 409A”), and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you Executive nor any of your Executive's creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with Olin or any of its affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Olin Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you Executive or for your Executive's benefit under this Award Agreement any Olin Plan may not be reduced by, or offset against, any amount owing by you Executive to the Company Olin or any of its Affiliatesaffiliates. (c) If, at the time of your Executive's separation from service (within the meaning of Section 409A), (i) you Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company Olin from time to time) and (ii) the Company Olin shall make a good faith determination that an amount payable hereunder under an Olin Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company Olin (or its affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement or any Olin Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company Olin reserves the right to make amendments to this Award Agreement and any Olin Plan as the Company deems ▇▇▇▇ ▇▇▇▇▇ necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be except as specifically provided in any Olin Plan, Executive is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you Executive or for your Executive's account in connection with this Award Agreement any Olin Plan (including any taxes and penalties under Section 409A), and neither the Company Olin nor any of its Affiliates affiliate shall have any obligation to indemnify or otherwise hold you Executive harmless from any or all of such taxes or penalties. (e) For purposes of Section 409A, each installment of Executive Severance will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). {remainder of this page intentionally left blank}

Section 409A. (a) a. It is intended that the provisions of this Award Agreement comply with Section 409A, 409A and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) b. Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with Studio or any of its affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your you benefit under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you to the Company Studio or any of its Affiliatesit affiliates. (c) c. If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company Studio from time to time) and (ii) the Company Studio shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company Studio (or its affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (d) d. Notwithstanding any provision of this Award Agreement or any Company Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company Studio reserves the right to make amendments to this Award Agreement any Company Plan as the Company Studio deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, except as provided in Paragraph 25.b of this Agreement, you shall be are solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement any Company Plan (including any taxes and penalties under Section 409A), and neither the Company Studio nor any of its Affiliates affiliate shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties. e. For purposes of Section 409A, each of (i) the installments at a rate equal to 50% of your Base Salary, as provided in Paragraph 9, and (ii) the installments of continued Base Salary, as provided in Paragraphs 10 and 12, will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii).

Section 409A. (a) It The Performance Shares are is intended that to qualify for the “short-term deferral” exemption from Section 409A of the Code, and the provisions of this Award Agreement comply with Section 409Abetween you and the Company will be interpreted, operated and all provisions of this Award Agreement shall be construed and interpreted administered in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the these intentions. The right to subject any deferred compensation (within the meaning of Section 409A) payable under payment triggered by each installment vesting date or vesting event pursuant to this Award Agreement is intended to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning right to a separate payment for purposes of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Code. The Company reserves the right right, to make amendments to this Award Agreement as the extent the Company deems necessary or desirable advisable in its sole discretion, without your consent, to avoid unilaterally amend or modify the imposition Plan and/or this Agreement to ensure that the Performance Shares qualify for exemption from or comply with Section 409A of taxes the Code; provided, however, that the Company makes no representations that the Performance Shares will be exempt from Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to the Performance Shares. With respect to any amounts payable under this Agreement that are subject to Section 409A of the Code, (i) it is intended, and this Agreement will be so construed, that such amounts and the Company’s and your exercise of authority or penalties under discretion hereunder shall comply with the provisions of Section 409A. In any case, 409A of the Code so as not to subject you shall be solely responsible to the payment of interest and liable for the satisfaction of all taxes and penalties additional tax that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A409A of the Code; (ii) any provisions of this Agreement that provide for payment of compensation triggered by your termination of employment other than on account of your death shall be deemed to provide for payment that is triggered only by your “separation from service” within the meaning of Treasury Regulation Section §1.409A-1(h) (a “Section 409A Separation from Service”), and neither (iii) if you are a “specified employee” within the meaning of Treasury Regulation Section §1.409A-1(i) on the date of your Section 409A Separation from Service (with such status determined by the Company nor any in accordance with rules established by the Company in writing in advance of its Affiliates shall have any obligation the “specified employee identification date” that relates to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.the date of

Section 409A. (a) It is intended that the provisions of this Award Amended & Restated Agreement comply with Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended, and all provisions of this Award Amended & Restated Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you Executive nor any of your his creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Amended & Restated Agreement or under any other plan, policy, arrangement or agreement of or with Employer or any of its affiliates (this Amended & Restated Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you Executive or for your Executive’s benefit under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you Executive to the Company Employer or any of its Affiliatesaffiliates. (c) If, at the time of your Executive’s separation from service (within the meaning of Section 409A), (i) you Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company Employer from time to time) and (ii) the Company Employer shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company Employer (or its affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement), it on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Amended & Restated Agreement or any Company Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company Employer reserves the right to make amendments to this Award Agreement any Company Plan as the Company Employer deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be Executive is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you Executive or for your Executive’s account in connection with this Award Agreement any Company Plan (including any taxes and penalties under Section 409A), and neither the Company Employer nor any of its Affiliates affiliate shall have any obligation to indemnify or otherwise hold you Executive harmless from any or all of such taxes or penalties. (e) For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). (f) Except as specifically permitted by Section 409A, any benefits and reimbursements provided to Executive under this Amended & Restated Agreement during any calendar year shall not affect any benefits and reimbursements to be provided to Executive under this Amended & Restated Agreement in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit. Furthermore, reimbursement payments shall be made to Executive as soon as practicable following the date that the applicable expense is incurred, but in no event later than the last day of the calendar year following the calendar year in which the underlying expense is incurred.

Section 409A. (a) It is intended that Notwithstanding any provision of the provisions Plan or this grant to the contrary, if you are a “specified employee” as determined by the Board of this Award Agreement comply Directors or the Committee, in accordance with Section 409A of the Internal Revenue Code of 1986, as amended or any regulations or Treasury guidance promulgated thereunder (“Section 409A”), and all provisions you shall not be entitled to any payments of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any amounts which constitute deferred compensation (within the meaning of Section 409A409A upon a termination of your employment until the earlier of (i) payable under this Award Agreement to the date which is six months after your termination of employment for any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation reason other than death (within the meaning of Section 409Aexcept that during such six (6) payable to month period you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to receive total payments from the Company that do not exceed the amount specified in Treas. Reg. Section 1.409A-1(b)(9) or any of its Affiliates. (c) If, at the time of your separation from service (that constitute a short-term deferral within the meaning of Section 409A), or (iii) you shall be a specified employee (the date of your death. Notwithstanding any provision of the Plan or this grant to the contrary, to the extent any compensation or award which constitutes deferred compensation within the meaning of Section 409A shall vest upon the occurrence of a Change of Control and using such Change of Control does not constitute a “change in the identification methodology selected by ownership or effective control” or a “change in the Company from time to time) and (ii) ownership or a substantial portion of the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (assets” of the Corporation within the meaning of Section 409A, then notwithstanding such vesting, payment will be made to you on the earliest of (i) your “separation from service” with the Company (determined in accordance with Section 409A) or, if you are a specified employee within the meaning of Section 409A, such later date as provided in the preceding paragraph, (ii) the date payment otherwise would have been made, or (iii) your death. If any provision of which is required this Agreement or of any award of compensation, including equity compensation or benefits would cause ▇▇▇▇▇▇ to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes incur any additional tax or penalties interest under Section 409A, then the Company shall not pay parties agree to negotiate in good faith to reform such amount on the otherwise scheduled payment date but shall instead pay itprovision in such manner as to maintain, without interest (except as otherwise provided in your Employment Agreement), on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrarymaximum extent practicable, in light the original intent and economic terms of the uncertainty with respect to applicable provision without violating the proper application provisions of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.409A.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A409A of the U.S. Internal Revenue Code, as amended (the “Code”), and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any 409A of your creditors or beneficiaries shall have the right Code. Each payment and benefit under this Agreement is intended to subject any deferred compensation (within the meaning constitute a separate payment for purposes of Section 409A) payable under 409A. The Company and Employee agree to work together in good faith to consider amendments to this Award Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment additional tax or garnishment. Except as permitted income recognition prior to actual payment to Employee under Section 409A, ; provided that any deferred compensation (within such amendments or actions will preserve the meaning value of Section 409A) payable to you such payments or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you benefits to the Company or any of its Affiliates. (c) maximum extent permitted. If, at the time of your Employee’s separation from service (within the meaning of Section 409A409A of the Code), (ia) you Employee shall be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (iib) the Company shall make a good faith determination that an amount payable hereunder under this Agreement or any other plan, policy, arrangement or agreement of or with the Company (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) constitutes deferred compensation (within the meaning of Section 409A409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A409A of the Code, then the Company shall not pay any such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the earlier of the first business day after of the seventh month following such six-month period. separation from service or Employee’s death. Except as permitted under Section 409A of the Code, any deferred compensation (dwithin the meaning of Section 409A of the Code) Notwithstanding payable to or for Employee’s benefit under any provision Company Plan may not be reduced by, or offset against, any amount owing by Employee to the Company. Except as specifically permitted by Section 409A of the Code, the benefits and reimbursements provided to Employee under this Agreement and any Company Plan during any calendar year shall not affect the benefits and reimbursements to be provided to Employee under the relevant section of this Award Agreement to the contraryor Company Plan in any other calendar year, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves and the right to make amendments to this Award Agreement as the Company deems necessary such benefits and reimbursements cannot be liquidated or desirable to avoid the imposition of taxes or penalties under Section 409A. In exchanged for any case, you other benefit and shall be solely responsible provided in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or ▇▇▇▇▇▇ Employment Agreement ​ any successor thereto. Further, in the case of reimbursement payments, such payments shall be made to Employee on or before the last day of the calendar year following the calendar year in which the underlying fee, cost or expense is incurred. For purposes of this Agreement, “Section 409A” means Section 409A of the Code, any regulations and liable for the satisfaction of all taxes guidance under that statute, and penalties that any applicable state law equivalent, as each may be imposed on you amended or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation promulgated from time to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.time. ​

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (ba) Neither you Executive nor any of your his creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with Employer or any of its affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you Executive or for your Executive’s benefit under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you Executive to the Company Employer or any of its Affiliatesaffiliates. (cb) If, at the time of your Executive’s separation from service (within the meaning of Section 409A), (i) you Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company Employer from time to time) and (ii) the Company Employer shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company Employer (or its affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement), it on the first business day after such six-month period. (dc) Notwithstanding any provision of this Award Agreement or any Company Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company Employer reserves the right to make amendments to this Award Agreement any Company Plan as the Company Employer deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be Executive is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you Executive or for your Executive’s account in connection with this Award Agreement any Company Plan (including any taxes and penalties under Section 409A), and neither the Company Employer nor any of its Affiliates affiliate shall have any obligation to indemnify or otherwise hold you Executive harmless from any or all of such taxes or penalties. (d) For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). (e) Except as specifically permitted by Section 409A, any benefits and reimbursements provided to Executive under this Agreement during any calendar year shall not affect any benefits and reimbursements to be provided to Executive under this Agreement in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit. Furthermore, reimbursement payments shall be made to Executive as soon as practicable following the date that the applicable expense is incurred, but in no event later than the last day of the calendar year following the calendar year in which the underlying expense is incurred.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (ba) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment attachment, or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (cb) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day Business Day after such six-month period. For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). (dc) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the provisions of this Award Agreement be exempt from, or comply with with, Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.409A. The Settlement Date shall occur within the same taxable year of the Company in which the Vesting Date occurs or, if later, by the 15th day of the third calendar month following the Vesting Date, as determined by the Company. (ba) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (cb) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day Business Day after such six-month period. For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). (dc) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as amended, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you Executive nor any of your his creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with Employer or any of its affiliates (this Agreement and such other plans, policies, arrangements and agreements, the ("Company Plans") to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you Executive or for your Executive's benefit under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you Executive to the Company Employer or any of its Affiliatesaffiliates. (c) If, at the time of your Executive's separation from service (within the meaning of Section 409A), (i) you Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company Employer from time to time) and (ii) the Company Employer shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company Employer (or its affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement), it on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement or any Company Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company Employer reserves the right to make amendments to this Award Agreement any Company Plan as the Company Employer deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be Executive is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you Executive or for your Executive's account in connection with this Award Agreement any Company Plan (including any taxes and penalties under Section 409A), and neither the Company Employer nor any of its Affiliates affiliate shall have any obligation to indemnify or otherwise hold you Executive harmless from any or all of such taxes or penalties. (e) For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). (f) Except as specifically permitted by Section 409A, any benefits and reimbursements provided to Executive under this Agreement during any calendar year shall not affect any benefits and reimbursements to be provided to Executive under this Agreement in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit. Furthermore, reimbursement payments shall be made to Executive as soon as practicable following the date that the applicable expense is incurred, but in no event later than the last day of the calendar year following the calendar year in which the underlying expense is incurred.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A of the Code, as amended, and the regulations thereunder as in effect from time to time (collectively, "Section 409A"), and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent either to (i) exempt any compensation from the application of Section 409A, or (ii) comply with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you the Executive nor any creditor or beneficiary of your creditors or beneficiaries the Executive shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with the Company or any 9f its Affiliates (this Agreement and such other plans, policies, arrangements and agreements, the "Company Plans") to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your the benefit of the Executive under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you the Executive to the Company or any of its Affiliates. (c) If, at the time of your the Executive's separation from service (within the meaning of Section 409A), (i) you the Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company (or an Affiliate thereof, applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it.it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless seventh month following such separation from any or all of such taxes or penaltiesservice.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with the Company or any of its affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement any Company Plan may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliatesaffiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a “specified employee employee” (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company (or its affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement or any Company Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement and any Company Plan as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be You are solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement any Company Plan (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates affiliate shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you Executive nor any of your Executive’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement or under any other plan, policy, arrangement or agreement of or with Olin or any of its affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Olin Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you Executive or for your Executive’s benefit under this Award Agreement any Olin Plan may not be reduced by, or offset against, any amount owing by you Executive to the Company Olin or any of its Affiliatesaffiliates. (c) If, at the time of your Executive’s separation from service (within the meaning of Section 409A), (i) you Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company Olin from time to time) and (ii) the Company Olin shall make a good faith determination that an amount payable hereunder under an Olin Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company Olin (or its affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest (except as otherwise provided in your Employment Agreement)interest, on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement or any Olin Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company Olin reserves the right to make amendments to this Award Agreement and any Olin Plan as the Company Olin deems necessary or desirable to avoid the imposition of taxes or penalties ▇▇ ▇▇▇▇▇▇▇es under Section 409A. In any case, you shall be except as specifically provided in Section 6(b), Executive is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you Executive or for your Executive’s account in connection with this Award Agreement any Olin Plan (including any taxes and penalties under Section 409A), and neither the Company Olin nor any of its Affiliates affiliate shall have any obligation to indemnify or otherwise hold you Executive harmless from any or all of such taxes or penalties.”

Section 409A. (a) It is intended that Notwithstanding any provision of the provisions of Plan or this Award Agreement comply grant to the contrary, if you are a “specified employee” as determined by the Board or the Committee, in accordance with Section 409A of the Internal Revenue Code of 1986, as amended or any regulations or Treasury guidance promulgated thereunder (“Section 409A”), and all provisions you shall not be entitled to any payments of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any amounts which constitute deferred compensation (within the meaning of Section 409A409A upon a termination of your employment until the earlier of (i) payable under this Award Agreement to the date which is six (6) months after your termination of employment for any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation reason other than death (within the meaning of Section 409Aexcept that during such six (6) payable to month period you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to receive total payments from the Company that do not exceed the amount specified in Treas. Reg. Section 1.409A-1(b)(9) or any of its Affiliates. (c) If, at the time of your separation from service (that constitute a short-term deferral within the meaning of Section 409A), or (iii) you shall be a specified employee (the date of your death. Notwithstanding any provision of the Plan or this Letter to the contrary, to the extent any compensation or award which constitutes deferred compensation within the meaning of Section 409A shall vest upon the occurrence of a Change of Control and using such Change of Control does not constitute a “change in the identification methodology selected by ownership or effective control” or a “change in the ownership or a substantial portion of the assets” of the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A, then notwithstanding such vesting, payment will be made to you on the earliest of (i) your “separation from service” with the Company (determined in accordance with Section 409A) or, if you are a specified employee within the meaning of Section 409A, such later date as provided in the preceding paragraph, (ii) the date payment otherwise would have been made, or (iii) the date of which is required your death. If any provision of this Agreement or of any award of compensation, including equity compensation or benefits would cause you to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes incur any additional tax or penalties interest under Section 409A, then the Company shall not pay parties agree to negotiate in good faith to reform such amount on the otherwise scheduled payment date but shall instead pay itprovision in such manner as to maintain, without interest (except as otherwise provided in your Employment Agreement), on the first business day after such six-month period. (d) Notwithstanding any provision of this Award Agreement to the contrarymaximum extent practicable, in light the original intent and economic terms of the uncertainty with respect to applicable provision without violating the proper application provisions of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.409A.

Section 409A. (a) It a. The Company believes that the Award may constitute “deferred compensation” within the meaning of Section 409A of the Code, and it is intended that the intention and belief of the Company that, to the extent required to avoid taxes or penalties under Section 409A of the Code, the provisions of this Award Agreement comply in all respects with Section 409A409A of the Code, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or and penalties under Section 409A. 409A of the Code. If the Company determines after the Grant Date that an amendment to this Agreement is necessary to ensure the foregoing, it may, notwithstanding paragraph 16, make such amendment, effective as of the Grant Date or any later date, without the consent of Participant (b) Neither you nor provided that any such amendment shall be narrowly tailored to achieve such compliance with as limited deviation from the intent of your creditors or beneficiaries shall have this Agreement as of the right to subject any deferred compensation (within the meaning of Section 409A) payable under date hereof as is practicable). References in this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment a “termination,” “termination of employment” or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your similar terms shall mean “separation from service (within the meaning of Section 409A), (i) you shall be a specified employee service” (within the meaning of Section 409A of the Code). b. If, at the time of Participant’s “separation from service” (within the meaning of Section 409A of the Code), (i) Participant is a “specified employee” (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder pursuant to an Award constitutes deferred compensation (within the meaning of Section 409A409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A409A of the Code, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), it on the first business day after such six-month period. Except as otherwise determined by the Company in its sole discretion, such amount shall be paid without interest. (d) Notwithstanding c. In the event that the period in which any provision Peformance Unit must be settled pursuant to paragraph 5 spans two calendar years, settlement of such vested Performance Unit will be made in the second calendar year. d. For the avoidance of doubt, this Award Agreement is subject to the contrary, in light Section 21.14 of the uncertainty with respect to the proper application of Section 409APlan, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penaltieswhich is hereby incorporated by reference.

Section 409A. This Agreement and the payments and benefits hereunder are intended to qualify for the short-term deferral and separation pay plan exception to Section 409A of the Internal Revenue Code of 1986, as amended (athe “Code”), and all regulations, rulings and other guidance issued thereunder, all as amended and in effect from time to time (“Section 409A”), described in Treasury Regulation Section 1.409A-1(b)(4) It to the maximum extent possible, and to the extent they do not so qualify, they are intended to qualify for the involuntary separation pay plan exception to Section 409A described in Treasury Regulation Section 1.409A-1(b)(9)(iii) to the maximum extent possible. To the extent Section 409A is applicable to this Agreement, this Agreement is intended that the provisions of this Award Agreement to comply with Section 409A409A. Without limiting the generality of the foregoing, and all provisions if on the date of this Award Agreement shall be construed and interpreted in termination of employment, Executive is a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates. (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a “specified employee (employee” within the meaning of Section 409A and using as determined in accordance with the identification methodology selected by Company’s procedures for making such determination, to the Company from time extent required in order to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of comply with Section 409A) the payment of which is required to , amounts that would otherwise be delayed pursuant to payable under this Agreement during the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then period immediately following the Company shall not pay such amount on the otherwise scheduled payment date but Resignation Date shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), be paid on the first business day after such six-month period.the date that is six months following the Resignation Date. All references in this paragraph to “Resignation Date” shall mean separation from service as an employee within the meaning of Section 409A(a)(2)(A)(i) of the Code and Treasury Regulation (d) Notwithstanding Section 1. 409A-1(h). The Company makes no representation or warranty and shall have no liability to Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, Section 409A. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Award Agreement is determined to the contrary, in light of the uncertainty with respect be subject to the proper application of Section 409A, the Company reserves amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such expenses, and in no event shall any right to make amendments reimbursement or the provision of any in-kind benefit be subject to this Award Agreement as the Company deems necessary liquidation or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable exchange for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penaltiesanother benefit.