Common use of Section 409A Clause in Contracts

Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. This (a) You and the Company agree that this Agreement is intended shall be interpreted to comply with or be exempt from Section 409A 409A, and the regulations and guidance promulgated thereunder to the extent applicable, and all provisions of the Code or an exemption thereunder and this Agreement shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A 409A. (b) A termination of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A employment shall not be deemed to have occurred for purposes of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to providing for the contrary, payment of any compensation amounts or benefit payable hereunder that constitutes a deferral of compensation benefits considered “nonqualified deferred compensation” under Code Section 409A shall be subject to the following: (a) no amount upon or benefit that is payable upon following a termination of employment or services from the Company shall be payable unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Section 409A payable on account of a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee,” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment shall be made or benefit will be paid or commenced to be paid to the Grantee under this Agreement until provided at the date that which is the earlier to occur of (ia) the Grantee’s expiration of the six-month period measured from the date of such “separation from service,” and (b) the date of your death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any Upon the expiration of the Delay Period, all payments which and benefits delayed pursuant to this Section 11(b) (whether they would have otherwise been payable in a single sum or in installments in the Grantee would otherwise have received during absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period will be payable to the Grantee you in a lump sum on the date that is six months and one day following the effective date of the terminationsum, and any remaining compensation payments and benefits due under the this Agreement shall be paid or provided as otherwise set forth in accordance with the normal payment dates specified for them herein;. (c) whenever a payment under For purposes of Section 409A, your right to receive any installment payments pursuant to this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion treated as a right to receive a series of the Company, separate and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years;distinct payments. (d) each separately identified amount and each installment In no event shall the Company or any of its affiliates have any liability relating to the failure or alleged failure of any payment or benefit under this Agreement to which comply with, or be exempt from, the Grantee is entitled to payment shall be deemed to be a separate payment for purposes requirements of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.409A

Section 409A. This Agreement is intended to comply with or be exempt from Section 409A of the Code or an exemption thereunder and shall will be construed interpreted, administered and interpreted operated in a manner consistent with that intent. Notwithstanding anything herein to the contrary, if at the time of the Employee’s separation from service with the Company he is a “specified employee” as defined in Section 409A of the Code (and the regulations thereunder) and any payments or benefits otherwise payable hereunder as a result of such separation from service are subject to Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Employee) until the date that is consistent six months following the Employee’s separation from service with the requirements for avoiding additional taxes Company (or penalties the earliest date as is permitted under Section 409A of the Code. Notwithstanding the foregoing), and the Company makes no representations will pay any such delayed amounts in a lump sum at such time. If any other payments of money or other benefits due to the Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax. To the payment and extent any reimbursements or in-kind benefits provided due to the Employee under this Agreement comply constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to the Employee in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code. References to “termination of employment” and similar terms used in this Agreement are intended to refer to “separation from service” within the meaning of Section 409A of the Code and in no event shall to the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance extent necessary to comply with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever Whenever a payment under this Agreement specifies may be paid within a payment specified period, the actual date of payment within such the specified period shall be within the sole discretion of the Company. In no event may the Employee, and the Grantee shall have no right (directly or indirectly) , designate the calendar year of any payment to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made under this Agreement. Any provision in this Agreement providing for any right of offset or set-off by the later Company shall not permit any offset or set-off against payments of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment “non-qualified deferred compensation” for purposes of Section 409A of the Code; and (e) the payment of any compensation Code or benefit may not be accelerated except other amounts or payments to the extent permitted by that such offset or set-off would result in any violation of Section 409A of or adverse tax consequences to the Code.Employee under Section 409A.

Section 409A. This (a) You and the Company agree that this Agreement is intended shall be interpreted to comply with or be exempt from Section 409A 409A, and the regulations and guidance promulgated thereunder to the extent applicable, and all provisions of the Code or an exemption thereunder and this Agreement shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A 409A. (b) A termination of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A employment shall not be deemed to have occurred for purposes of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to providing for the contrary, payment of any compensation amounts or benefit payable hereunder that constitutes a deferral of compensation benefits considered “nonqualified deferred compensation” under Code Section 409A shall be subject to the following: (a) no amount upon or benefit that is payable upon following a termination of employment or services from the Company shall be payable unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Section 409A payable on account of a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee,” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment shall be made or benefit will be paid or commenced to be paid to the Grantee under this Agreement until provided at the date that which is the earlier to occur of (ia) the Grantee’s expiration of the six-month period measured from the date of such “separation from service”, and (b) the date of your death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any Upon the expiration of the Delay Period, all payments which and benefits delayed pursuant to this Section 11(b) (whether they would have otherwise been payable in a single sum or in installments in the Grantee would otherwise have received during absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period will be payable to the Grantee you in a lump sum on the date that is six months and one day following the effective date of the terminationsum, and any remaining compensation payments and benefits due under the this Agreement shall be paid or provided as otherwise set forth in accordance with the normal payment dates specified for them herein;. (c) whenever a payment under For purposes of Section 409A, your right to receive any installment payments pursuant to this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion treated as a right to receive a series of the Company, separate and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years;distinct payments. (d) each separately identified amount and each installment In no event shall the Company or any of its Affiliates have any liability relating to the failure or alleged failure of any payment or benefit under this Agreement to which comply with, or be exempt from, the Grantee is entitled to payment shall be deemed to be a separate payment for purposes requirements of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.409A.

Section 409A. This Notwithstanding any provision to the contrary, all provisions of this Agreement is are intended to be construed and interpreted to comply with section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), to the extent applicable. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Section 409A of the Code or an exemption thereunder and and, if necessary, any such provision shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement deemed amended to comply with Section 409A of and the Code and in no event shall the Company regulations thereunder. Severance benefits under this Agreement are intended to be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with exempt from Section 409A under the “short-term deferral” exception, to the maximum extent applicable, and any remaining amount is intended to be exempt from Section 409A under the “separation pay” exception, to the maximum extent applicable. All payments to be made upon a termination of employment under this Agreement that constitute deferred compensation subject to Section 409A will only be paid upon a “separation from service” within the Code. meaning of Section 409A. Notwithstanding any provision of anything in this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code if required by Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h)409A, and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is if you are considered a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the and if payment of any compensation or benefit may not amounts under this Agreement are required to be accelerated except delayed for a period of six months after separation from service pursuant to the extent permitted Section 409A, payment of such amounts shall be delayed as required by Section 409A and the accumulated amounts shall be paid in a lump sum payment within ten (10) days after the end of the Code.six-month period. For purposes of Section 409A, each payment under this Agreement is treated as a separate payment and the right to a series of installment payments is treated as the right to a series of separate payments. In no event may you, directly or indirectly, designate the calendar year of payment. No action or failure to act pursuant to this paragraph shall subject the Company nor any affiliate thereof to any claim, liability or expense, and none of the Company nor any affiliate thereof shall have any obligation to indemnify or otherwise protect you from the obligation to pay any taxes pursuant to Section 409A.

Section 409A. This It is intended that this Agreement will comply with Section 409A of the Code, to the extent the Agreement is intended subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted Code, the parties hereto will negotiate in good faith to amend the Agreement in a manner that is consistent with preserves the requirements for avoiding additional taxes or penalties under Section 409A original intent of the Code. Notwithstanding parties to the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Codeextent reasonably possible. Notwithstanding any provision of this Agreement to the contrarycontrary in this Agreement, any compensation and except as otherwise provided in this Agreement, if a payment or benefit payable hereunder that constitutes a deferral is to be paid upon the Officer’s Date of compensation under Code Section 409A Termination or termination, then such payment shall be subject to delayed until the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of Officer has experienced a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that such term is defined under Section 409A of the Code); provided, however, that if a payment or benefit is considered to be a deferral of compensation subject to Section 409A of the Code and the Officer is deemed to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) at of the time the Grantee becomes entitled Code, then with regard to any such payment or benefitthe provisions of any benefit that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, and provided further that such payment or benefit does shall not otherwise qualify for an applicable exemption be made or provided prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Officer’s “separation from service” (as such term is defined in U.S. Treasury Regulations issued under Section 409A of the Code), then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Granteedate of the Officer’s termination of employment death (the “Delay Period”). Any payments which As soon as practicable following the Grantee would otherwise have received during expiration of the Delay Period will Period, all payments and benefits delayed pursuant to this Section 22 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be payable paid or reimbursed to the Grantee Officer in a lump sum on the date that is six months and one day following the effective date of the terminationsum, and any remaining compensation payments and benefits due under the this Agreement shall be paid or provided as otherwise set forth in accordance with the normal payment dates specified for them herein; (c) whenever a payment under this Agreement specifies a payment period. Notwithstanding the foregoing, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted that the foregoing applies to the provision of any ongoing welfare benefits to the Officer that would not be required to be delayed if the premiums therefore were paid by Section 409A the Officer, the Officer shall pay the full costs of premiums for such welfare benefits during the CodeDelay Period and the Company shall pay the Officer an amount equal to the amount of such premiums paid by the Officer during the Delay Period within thirty (30) days after the conclusion of such Delay Period.

Section 409A. This Agreement is intended The parties intend that any compensation, benefits and other amounts payable or provided to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided Executive under this Agreement comply with Section 409A of the Code and be paid or provided in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the CodeInternal Revenue Code of 1986 and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) such that there will be no adverse tax consequences, interest or penalties for the Executive under Section 409A as a result of the payments and benefits so paid or provided to him. Notwithstanding The parties agree to modify this Agreement, or the timing (but not the amount) of the payment of the severance or other compensation, or both, to the extent necessary to comply with Section 409A. In addition, notwithstanding anything to the contrary contained in any other provision of this Agreement Agreement, the payments and benefits to be provided to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation Executive under Code Section 409A this Agreement shall be subject to the following:provisions set forth below. (a) no amount or benefit a. Any payment subject to Section 409A that is payable upon triggered by a termination of from employment or services from the Company shall be payable unless such termination also meets the requirements of triggered by a “separation from service,” under Treasury Regulation Section 1.409A-1(h), and references as defined in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined regulations issued under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein;409A. (c) whenever a b. Each payment under this Agreement specifies will be considered a payment period, the actual date “separate payment” and not one of payment within such specified period shall be within the sole discretion a series of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment payments for purposes of Section 409A of the Code; and. c. It is intended that the payments to be made to the Executive under this Agreement upon a termination of employment shall be exempt from Section 409A as a “short-term deferral” under applicable Treasury regulations. In the event that such exemption does not apply, and any payment (eor portion thereof) is not otherwise exempt from Section 409A, if the Executive is then a “specified employee” within the meaning of Section 409A(a)(2)(B) of the Code (as determined by the Company), then any such non-exempt payment otherwise due to the Executive during the first six months following the Executive’s termination of employment will be held until and paid on the day following the expiration of such six-month period. d. All expenses eligible for reimbursement hereunder that are taxable to the Executive shall be paid to the Executive no earlier than in the seventh month after separation from service and no later than December 31 of the calendar year following the calendar year in which such expenses were incurred. The expenses incurred by the Executive in any compensation or benefit may calendar year that are eligible for reimbursement under this Agreement shall not affect the expenses incurred by the Executive in any other calendar year that are eligible for reimbursement hereunder. The Executive’s right to receive any reimbursement hereunder shall not be accelerated except subject to the extent permitted by Section 409A of the Codeliquidation or exchange for any other benefit.

Section 409A. This The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In the event that any amount due to you under this Agreement or other arrangement with the Company is intended deemed to comply with be deferred compensation pursuant to Section 409A of the Internal Revenue Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent of 1986, as amended, the parties agree to make such amendments as are necessary to comply with the requirements for avoiding additional taxes or penalties under of Code Section 409A 409A, so long as such amendments maintain the original intent and economic benefit to you and the Company of the Code. Notwithstanding applicable provision without violating the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with provisions of Code Section 409A 409A. A termination of the Code and in no event employment shall the Company not be liable deemed to have occurred for all or any portion purposes of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to providing for the contrary, payment of any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable constitutes “nonqualified deferred compensation” upon or following a termination of employment or services from the Company shall be payable unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Code Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if on the date of termination you are deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee,” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does shall not otherwise qualify for an applicable exemption from Section 409A be made or provided until the date which is the earlier of (A) the expiration of the Codesix (6)-month period measured from the date of such “separation from service”, then no and (B) the date of your death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Agreement (whether they would have otherwise been payable in a single sum or in installments in the absence of such payment or benefit will delay) shall be paid or commenced reimbursed to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee you in a lump sum on the date that is six months and one day following the effective date of the terminationsum, and any all remaining compensation payments and benefits due under the this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (x) all expense or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by you, (y) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (z) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. For purposes of Code Section 409A, your right to receive installment payments pursuant to this Agreement shall be treated as otherwise set forth herein; (c) whenever a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment periodperiod with reference to a number of days, the actual date of payment within such the specified period shall be within the sole discretion of the Company, and . To the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) extent that the payment of any compensation or benefit may amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be accelerated except paid until the first regularly scheduled pay period following the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to the extent permitted by Section 409A of the Codebe paid prior thereto.

Section 409A. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall the regulations and other guidance related thereto (“Section 409A”) and, to the maximum extent permitted, this Agreement will be construed and interpreted in a manner that is consistent accordance with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Codesuch intention. Notwithstanding any other provision of this Agreement to the contrary, the Company makes no representation that the Plan or any compensation amounts payable under this Agreement will be exempt from or benefit payable hereunder that constitutes a deferral of compensation under Code comply with Section 409A shall be subject and makes no undertaking to the following: (a) no amount or benefit that is payable upon a termination of employment or services preclude Section 409A from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement applying to “termination”, “termination of employment” or like terms shall mean a “separation from service;”this Agreement. (b) in To the event extent that any payment amount payable under this Agreement constitutes an amount payable or benefit to the Grantee or any benefit hereunder be provided under a "nonqualified deferred compensation plan" (as defined in Section 409A) that is made uponnot exempt from Section 409A, or and such amount is payable as a result of, the Grantee’s termination of employment, a Separation from Service and the Grantee is you are a “"specified employee” " (as that term is defined and determined under Section 409A of and any relevant procedures that the CodeCompany may establish) at the time of your Separation from Service, then, notwithstanding any other provision in this Agreement to the Grantee becomes entitled to any contrary, such payment or benefit, and provided further that such payment or benefit does delivery of shares will not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced made to be paid to the Grantee under this Agreement you until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on after the date that is six (6) months and one day following the effective date your Separation from Service, at which time all payments that otherwise would have been paid to you under this Agreement during that six-month period, but were not paid because of the terminationthis paragraph, and any remaining compensation and benefits due under the Agreement shall will be paid or provided as otherwise set forth herein;in a single lump sum. This six-month delay will cease to be applicable in the event of your death. (c) whenever a payment under For purposes of this Agreement specifies a payment periodAgreement, “Separation from Service” will have the actual date meaning set forth in Section 409A and all references to termination of payment within such specified period shall be within the sole discretion of the Company, employment and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall similar references will be deemed to be a separate payment for purposes references to “Separation from Service” within the meaning of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.409A.

Section 409A. This Agreement (i) Anything to the contrary herein notwithstanding, the Granted Units are not intended to be “nonqualified deferred compensation” within the meaning of Section 409A of the Code and are intended to comply with the “short term deferral” rules under Section 409A and shall be paid or otherwise settled on or as soon as practicable after the applicable Vesting Date and not later than the 15th day of the third month from the end of (i) the Grantee’s tax year that includes the applicable Vesting Date, or (ii) the Company’s tax year that includes the applicable Vesting Date, whichever is intended later. If, however, the Granted Units or any payment in lieu thereof is deemed to not comply with Section 409A, the Company and the Grantee agree to renegotiate in good faith any such benefit or payment (including, without limitation, as to the timing of any settlement of Granted Units or any payment in lieu thereof) so that either (i) Section 409A of the Code will not apply or (ii) compliance with Section 409A of the Code will be achieved; provided, however, that any resulting renegotiated terms shall provide to the Grantee the after-tax economic equivalent of what otherwise has been provided to the Grantee pursuant to the terms of this Agreement, and provided further, that any deferral of payments or other benefits shall be only for such time period as may be required to comply with Section 409A of the Code Code. (ii) Anything to the contrary herein or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes Plan notwithstanding, neither the Company or penalties under Section 409A any of its Subsidiaries or Affiliates or any of their respective employees, directors, officers, agents or representatives nor any member of the Code. Notwithstanding Committee shall have any liability to a Grantee or otherwise with respect to the foregoingfailure of the Plan, the Company makes no representations that Granted Units or the payment and benefits provided under this Award Agreement to comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. a. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder Code, as amended (“Section 409A”) and shall be construed and interpreted accordingly. It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax or interest imposed pursuant to Section 409A. To the extent such potential payments or benefits are or could become subject to Section 409A, the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that is consistent does not result in such tax or interest being imposed; provided, however, that no such amendment shall materially increase the cost to, or impose any liability on Heska with respect to any benefits contemplated or provided hereunder. Executive shall, at the requirements for avoiding additional taxes request of Heska, take any reasonable action (or penalties under refrain from taking any action), required to comply with any correction procedure promulgated pursuant to Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations 409A. b. If a payment that the payment and benefits provided could be made under this Agreement comply would be subject to additional taxes and interest under ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ in its sole discretion may accelerate some or all of a payment otherwise payable under the Agreement to the time at which such amount is includible in the income of Executive, provided that such acceleration shall only be permitted to the extent permitted under Treasury Regulation § 1.409A-3(j)(4)(vii) and the amount of such acceleration does not exceed the amount permitted under Treasury Regulation § 1.409A-3(j)(vii). c. No payment to be made under this Agreement shall be made at a time earlier than that provided for in this Agreement unless such payment is (i) an acceleration of payment permitted to be made under Treasury Regulation § 1.409A-3(j)(4) or (ii) a payment that would otherwise not be subject to additional taxes and interest under Section 409A. d. The right to each payment described in this Agreement shall be treated as a right to a series of separate payments and a separately identifiable payment for purposes of Section 409A. e. For purposes of Section 6 of this Agreement, “termination” (or any similar term) when used in reference to Executive’s employment shall mean “separation from service” with Heska within the meaning of Section 409A 409A(a)(2)(A)(i) of the Code and in no event shall the Company be liable for all or any portion of any taxesapplicable administrative guidance issued thereunder, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A and Executive shall be subject considered to the following: (a) no amount or benefit that is payable upon a termination of have terminated employment or services from the Company shall be payable unless such termination also meets the requirements of with Heska when, and only when, Executive incurs a “separation from service” under Treasury Regulation with Heska within the meaning of Section 1.409A-1(h), 409A(a)(2)(A)(i) of the Code and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;”applicable administrative guidance issued thereunder. (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or f. If Executive qualifies as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and would receive any payment sooner than six (as that term is defined under 6) months after Executive’s separation from service that, absent the application of this Section 19(f), would be subject to additional tax imposed pursuant to Section 409A as a result of the Code) at the time the Grantee becomes entitled to any such status as a specified employee, then such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will shall instead be paid or commenced to be paid to the Grantee under this Agreement until payable on the date that is the earlier to occur earliest of (i) the Granteesix (6) months after Executive’s death or separation from service, (ii) six months and one day following the GranteeExecutive’s termination of employment death, or (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period iii) such other date as will be payable to the Grantee not result in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of being subject to such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeadditional tax.

Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted administered accordingly. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that is consistent complies with Section 409A of the requirements for avoiding additional taxes Code or penalties an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each payment under this Agreement, including each installment payment under this Agreement, shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code. Notwithstanding the foregoing, the Company Corporation makes no representations that the payment payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company Corporation be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee Employee on account of non-compliance with Section 409A of the Code. Notwithstanding any other provision of this Agreement to the contraryAgreement, if any compensation payment or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject provided to the following: (a) no amount or benefit that is payable upon a Employee in connection with Employee’s termination of employment or services from is determined to constitute “nonqualified deferred compensation” within the Company shall meaning of Section 409A of the Code and Employee is determined to be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under in Section 409A 409A(a)(2)(b)(i) of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that then such payment or benefit does shall not be paid until the first payroll date to occur following the six-month anniversary of the date of termination or, if sooner, the date of Employee’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise qualify for an applicable exemption from have been paid before the Specified Employee Payment Date shall be paid to Employee in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. Any payment under Section 5 of this Agreement that is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, then no such payment or benefit will and that is subject to a release’s becoming effective, and that would otherwise be paid or commenced in the first 30 days after your termination date shall be paid, if at all, on such 30th day (subject to be paid to any required delay under the Grantee under this Agreement until the date that is the earlier to occur of (ipreceding paragraph) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and payments shall be made in accordance with their original schedule. Payments with respect to reimbursements of expenses or in-kind benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment periodin accordance with the Corporation’s applicable policy or benefit plan, the actual date of payment within such specified period but in all events reimbursements shall be within paid no later than the sole discretion last day of the Company, and calendar year following the Grantee shall have no right (directly or indirectly) to determine the calendar year in which such the relevant expense is incurred. The amount of expenses or benefits eligible for reimbursement, payment is made. In or provision during a calendar year shall not affect the event a payment period straddles two consecutive expenses or benefits eligible for reimbursement or provision in any other calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeyear.

Section 409A. This Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to comply with qualify as a “short-term deferral” pursuant to Section 409A 1.409A-1(b)(4) of the Code or an exemption thereunder Regulations and this Agreement shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties consistently therewith. However, under Section 409A certain circumstances, settlement of the Code. Notwithstanding the foregoingPSUs or any dividend equivalent rights may not so qualify, and in that case, the Company makes no representations that Committee shall administer the payment grant and benefits provided under this Agreement comply with Section 409A settlement of the Code such PSUs and any dividend equivalent rights in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-strict compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement Further, notwithstanding anything herein to the contrary, any compensation or benefit payable hereunder that constitutes if at the time of a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a Participant’s termination of employment or services from with the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result ofall Service Recipients, the Grantee’s termination of employment, and the Grantee Participant is a “specified employee” (as that term is defined under in Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such payment termination of service is necessary in order to prevent the imposition of any accelerated or benefit does not otherwise qualify for an applicable exemption from additional tax under Section 409A of the Code, then no the Company will defer the commencement of the payment of any such payment payments or benefit will be benefits hereunder (without any reduction in such payments or benefits ultimately paid or commenced to be paid provided to the Grantee under this Agreement until the date that is the earlier to occur of (iParticipant) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the effective Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the terminationCode), and any remaining compensation and benefits due if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion Section 409A of the Company, Code and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment payment” for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. This Agreement is subject to Section 16(i) of the Plan, and any provisions in this Agreement providing for the payment of “nonqualified deferred compensation” (as defined in Section 409A of the Code and the Treasury regulations thereunder) to the Participant are intended to comply with, or be exempt from, the requirements of Section 409A of the Code, and this Agreement shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate or defer the timing of the payment of any such nonqualified deferred compensation, except in compliance with Section 409A of the Code and this Agreement, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A of the Code and this Agreement. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Participant as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that A Termination of Employment or Retirement shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment and of any amounts or benefits provided under this Agreement comply with subject to Section 409A of the Code and in no event shall the Company be liable for all upon or any portion following a Termination of any taxesEmployment or Retirement, penaltiesas applicable, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination Termination of Employment or Retirement, as applicable, is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A of the Code and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean a “separation from service;” (b) in .” If the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee Participant is a “specified employee,” upon his or her “separation from service” (as that term is defined under Section 409A of the Code) at Code under such definitions and procedures as established by the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Company in accordance with Section 409A of the Code), then no any portion of a payment, settlement, or other distribution made upon such payment a “separation from service” that would cause the acceleration of, or benefit an addition to, any taxes pursuant to Section 409A of the Code will not commence or be paid until a date that is six (6) months and one (1) day following the applicable “separation from service.” Any payments, settlements, or commenced other distributions that are delayed pursuant to this Section 18 following the applicable “separation from service” shall be accumulated and paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee Participant in a lump sum without interest on the date that is six months and one first business day immediately following the effective date required delay period. Any amounts payable hereunder that satisfy the short-term deferral exception in Treas. Reg. §1.409A-1(b)(4) shall not be subject to Section 409A of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever Code. Whenever a payment under this Agreement specifies may be paid within a payment specified period, the actual date of payment within such the specified period shall be within the Company’s sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codediscretion.”

Section 409A. This Agreement is intended to be exempt from or comply with the requirements of Section 409A. In the event this Agreement or any benefit paid to you hereunder is deemed to be subject to Section 409A, you consent to the Company adopting such conforming amendments as the Company deems necessary, in good faith and in its reasonable discretion, to comply with Section 409A and avoid the imposition of the Code or an exemption thereunder and taxes under Section 409A. Each payment made pursuant to any provision of this Agreement, including under Section 4(a), shall be construed considered a separate payment and interpreted in not one of a manner series of payments for purposes of Section 409A. While it is intended that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment all payments and benefits provided under this Agreement to you will be exempt from or comply with Section 409A of the Code and in no event shall 409A, the Company be liable for all makes no representation or covenant to ensure that the payments under this Agreement are exempt from or compliant with Section 409A. The Company will have no liability to you or any portion of any taxes, penalties, interest other party if a payment or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of benefit under this Agreement is challenged by any taxing authority or is ultimately determined not to the contrary, be exempt or compliant. You further understand and agree that you will be entirely responsible for any compensation or benefit and all taxes on any benefits payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or you as a result ofof this Agreement. In addition, the Grantee’s termination of employmentif upon your Separation from Service, and the Grantee is you are then a “specified employee” (as that term is defined in Section 409A), then solely to the extent necessary to comply with Section 409A and avoid the imposition of taxes under Section 409A 409A, the Company shall defer payment of the Code) at the time the Grantee becomes entitled “nonqualified deferred compensation” subject to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A payable as a result of the Code, then no and within six (6) months following such payment or benefit will be paid or commenced to be paid to the Grantee Separation from Service under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death first business day of the seventh month following your Separation from Service, or (ii) six months and one day following ten (10) days after the Grantee’s termination Company receives written notification of employment (the “Delay Period”)your death. Any such delayed payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codewithout interest.

Section 409A. This Agreement is intended to comply with or be exempt from Section 409A of the Code or an exemption thereunder and shall will be construed interpreted, administered and interpreted operated in a manner consistent with that intent. Notwithstanding anything herein to the contrary, if at the time of the Executive’s separation from service with the Company he is a “specified employee” as defined in Section 409A of the Code (and the regulations thereunder) and any payments or benefits otherwise payable hereunder as a result of such separation from service are subject to Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) until the date that is consistent six months following the Executive’s separation from service with the requirements for avoiding additional taxes Company (or penalties the earliest date as is permitted under Section 409A of the Code. Notwithstanding the foregoing), and the Company makes no representations will pay any such delayed amounts in a lump sum at such time. If any other payments of money or other benefits due to the Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax. To the payment and extent any reimbursements or in-kind benefits provided due to the Executive under this Agreement comply constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to the Executive in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code. References to “termination of employment” and similar terms used in this Agreement are intended to refer to “separation from service” within the meaning of Section 409A of the Code and in no event shall to the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance extent necessary to comply with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever Whenever a payment under this Agreement specifies may be paid within a payment specified period, the actual date of payment within such the specified period shall be within the sole discretion of the Company. In no event may the Executive, and the Grantee shall have no right (directly or indirectly) , designate the calendar year of any payment to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made under this Agreement. Any provision in this Agreement providing for any right of offset or set-off by the later Company shall not permit any offset or set-off against payments of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment “non-qualified deferred compensation” for purposes of Section 409A of the Code; and (e) the payment of any compensation Code or benefit may not be accelerated except other amounts or payments to the extent permitted by that such offset or set-off would result in any violation of Section 409A of or adverse tax consequences to the Code.Executive under Section 409A.

Section 409A. This Agreement Notwithstanding any of the foregoing, it is intended to that this Agreement comply with with, or be exempt from, the provisions of Section 409A of the Code or an exemption thereunder and shall that this Award not result in unfavorable tax consequences to the Participant under Section 409A of the Code. This Agreement will be construed administered and interpreted in a manner that is consistent with such intent. Notwithstanding anything contained herein to the requirements for avoiding additional taxes or contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code. Notwithstanding the foregoing, the Participant shall not be considered to have terminated employment with Company makes or any of its Subsidiaries for purposes of this Agreement and no representations that the payment and benefits provided payments shall be due to him or her under this Agreement comply with Section 409A which are payable upon his or her termination of the Code and in no event shall employment until he or she would be considered to have incurred a “separation from service” from the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by its Subsidiaries within the Grantee on account meaning of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement To the extent required in order to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined avoid accelerated taxation and/or tax penalties under Section 409A of the Code) at the time the Grantee becomes entitled , amounts that would otherwise be payable and benefits that would otherwise be provided to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced a “specified employee” pursuant to be paid to the Grantee under this Agreement until during the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day six-month period immediately following the GranteeParticipant’s termination of employment (shall instead be paid within 30 days following the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on first business day after the date that is six months and one day following the effective date Participant’s termination of employment with the terminationCompany or any of its Subsidiaries (or upon the Participant’s death, and any remaining compensation and benefits due under if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Participant pursuant to this Agreement shall be paid or provided construed as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate identified payment for purposes of Section 409A of the Code; and (e) . Notwithstanding any of the payment of any compensation or benefit may not be accelerated except foregoing to the extent permitted by contrary, the Company and its respective officers, directors, employees, or agents make no guarantee that the terms of this Agreement as written comply with, or are exempt from, the provisions of Section 409A of the Code, and none of the foregoing shall have any liability for the failure of the terms of this Agreement as written to comply with, or be exempt from, the provisions of Section 409A of the Code.

Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code (“Section 409A”), and the Parties hereby agree to amend this Agreement as and when necessary or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes desirable to conform to or penalties otherwise properly reflect any guidance issued under Section 409A after the date hereof without violating Section 409A. In case any one or more provisions of this Agreement fails to comply with the Code. Notwithstanding the foregoingprovisions of Section 409A, the Company makes no representations that the payment and benefits provided under remaining provisions of this Agreement shall remain in effect, and this Agreement shall be administered and applied as if the non-complying provisions were not part of this Agreement. The Parties in that event shall endeavor to agree upon a reasonable substitute for the non-complying provisions, to the extent that a substituted provision would not cause this Agreement to fail to comply with Section 409A of the Code and in 409A, and, upon so agreeing, shall incorporate such substituted provisions into this Agreement. In no event whatsoever shall the Company be liable for all or any portion of any taxes, penaltiesadditional tax, interest or other expenses penalty that may be incurred imposed on you by the Grantee on account of non-compliance Section 409A or damages for failing to comply with Section 409A 409A. A termination of the Code. Notwithstanding your employment hereunder shall not be deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, payment of any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable constituting “deferred compensation” under Section 409A upon or following a termination of employment or services from the Company shall be payable unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean a “separation from service;” (b) in .” In the event that any payment or benefit made hereunder or under any compensation plan, program or arrangement of the Company would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the Grantee or any benefit hereunder is made uponmeaning of Section 409A and, or as a result of, at the Grantee’s termination time of employment, and the Grantee is your “separation from service” you are a “specified employee” (as that term is defined under within the meaning of Section 409A 409A, then any such payments or benefits shall be delayed until the six-month anniversary of the Code) at the time the Grantee becomes entitled to any such date of your “separation from service.” Each payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee made under this Agreement until shall be designated as a “separate payment” within the date that is the earlier to occur meaning of (i) the Grantee’s death or (ii) six months Section 409A. All reimbursements and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and in-kind benefits due provided under the this Agreement shall be paid made or provided as in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to you shall in no event be paid later than the end of the calendar year next following the calendar year in which you incur such expense or pays such related tax. Unless otherwise set forth herein; (c) whenever a payment permitted by Section 409A, the right to reimbursement or in-kind benefits under this Agreement specifies shall not be subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, respectively, in any other taxable year. In the event that any payment(s) from the Company to you is conditioned upon your execution and non-revocation of a payment period, the actual date general release of payment within such specified period shall be within the sole discretion claims in favor of the Company, and the Grantee shall period you have no right (directly or indirectly) to determine the year in which sign and/or revoke such payment is made. In the event a payment period straddles release spans two consecutive calendar years, the payment shall be made Company will pay (or begin paying you, as applicable) such payment(s) as soon as possible but in no event earlier than the later beginning of such second calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeyear.

Section 409A. This Agreement is intended to comply with Section 409A 16.1 The intent of the Code or an exemption thereunder and shall be construed and interpreted in a manner parties is that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment payments and benefits provided under this Agreement comply with Internal Revenue Code Section 409A of and the regulations and guidance promulgated thereunder (collectively “Code and Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Company be liable for all or any portion of any taxes, penaltiesadditional tax, interest or other expenses penalty that may be incurred imposed on the Executive by the Grantee on account of non-compliance with Code Section 409A or damages for failing to comply with Code Section 409A. 16.2 A termination of the Code. Notwithstanding employment shall not be deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, payment of any compensation amounts or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount benefits upon or benefit that is payable upon following a termination of employment or services from the Company shall be payable unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Code Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee,” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does shall not otherwise qualify for an applicable exemption from Section 409A be made or provided until the date which is the earlier of (A) the expiration of the Codesix (6)-month period measured from the date of such “separation from service” of the Executive, then no and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Agreement (whether they would have otherwise been payable in a single sum or in installments in the absence of such payment or benefit will delay) shall be paid or commenced to be paid reimbursed to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee Executive in a lump sum on the date that is six months and one day following the effective date of the terminationsum, and any remaining compensation payments and benefits due under the this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 16.3 To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. 16.4 For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as otherwise set forth herein; (c) whenever a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment periodperiod with reference to a number of days, the actual date of payment within such the specified period shall be within the sole discretion of the Company. 16.5 Notwithstanding any other provision of this Agreement to the contrary, and the Grantee in no event shall have no right (directly or indirectly) to determine the year in which such any payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A of the Code; and (e) the payment of be subject to offset by any compensation or benefit may not be accelerated except to the extent other amount unless otherwise permitted by Code Section 409A of the Code.409A.

Section 409A. This It is the intention of the Company and the Executive that the provisions of this Agreement is intended comply with Section 409A of the Code, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with Section 409A of the Code. To the extent necessary to avoid imposition of any additional tax or interest penalties under Section 409A (such tax and interest penalties, a “Section 409A Tax”), notwithstanding the timing of payment provided in any other Section of this Agreement, the timing of any payment, distribution or benefit pursuant to this Agreement shall be subject to a six-month delay in a manner consistent with Section 409A(a)(2)(B)(i) of the Code; provided, that (a) the Executive shall be credited with interest in respect of such payment, distribution or benefit during such six-month period at the rate set forth in Section 12 and (b) if the Executive dies during such six-month period, any such delayed payments shall not be further delayed, and shall be immediately payable to the Executive’s devisee, legatee or other designee or, should there be no such designee, to the Executive’s estate in accordance with the applicable provisions of this Agreement. From and after the Effective Date and for the remainder of the term of this Agreement, (i) the Company shall administer and operate this Agreement in compliance with Section 409A of the Code and any rules, regulations or other guidance promulgated thereunder as in effect from time to time and (ii) in the event that the Company determines that any provision of this Agreement or any such plan or arrangement does not comply with Section 409A of the Code or an exemption thereunder any such rules, regulations or guidance and shall be construed and interpreted in that the Executive may become subject to a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoingTax, the Company makes no representations that and the payment and benefits provided under this Agreement comply with Executive shall negotiate in good faith to amend or modify such provision to avoid the application of such Section 409A of the Code and in no event Tax; provided, that such amendment or modification shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: not (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled Executive shall not be obligated to consent to any such payment amendment or benefit, and provided further modification that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of would) reduce the Code, then no such payment or benefit will be paid or commenced to be paid economic value to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later Executive of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeprovision.

Section 409A. This It is intended that this Agreement will comply with Section 409A of the United States Internal Revenue Code of 1986, as amended (the "Code") and any regulations and guidelines issued thereunder, to the extent the Agreement is intended subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted Code, the parties hereto will negotiate in good faith to amend the Agreement in a manner that is consistent with preserves the requirements for avoiding additional taxes or penalties under Section 409A original intent of the Code. Notwithstanding parties to the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Codeextent reasonably possible. Notwithstanding any provision of this Agreement to the contrarycontrary in this Agreement, any compensation or benefit payable hereunder that constitutes if the Executive is deemed to be a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “"specified employee” (as " within the meaning of that term is defined under Section 409A of the Code409A(a)(2)(B) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, such payment or benefit will shall not be paid made or commenced to be paid provided prior to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death expiration of the six (6)-month period measured from the date of his "separation from service" (as such term is defined in Treasury Regulations issued under Section 409A), or (ii) six months and one day following the Grantee’s termination date of employment his death (the “"Delay Period”"). Any payments which Upon the Grantee would otherwise have received during expiration of the Delay Period will Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be payable paid or reimbursed to the Grantee Executive in a lump sum on the date that is six months and one day following the effective date of the terminationsum, and any remaining compensation payments and benefits due under the this Agreement shall be paid or provided as otherwise set forth in accordance with the normal payment dates specified for them herein; (c) whenever a payment under this Agreement specifies a payment period. Notwithstanding the foregoing, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefor were paid by Section 409A the Executive, the Executive shall pay the full costs of premiums for such welfare benefits during the CodeDelay Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Delay Period promptly after its conclusion.

Section 409A. This Agreement is intended to comply with Section 409A To the extent applicable, the intent of the Code or an exemption thereunder and shall be construed and interpreted in a manner parties is that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment payments and benefits provided under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”); and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance therewith. In no event whatsoever shall the Company be liable for all or any portion of any taxes, penaltiesadditional tax, interest or other expenses penalty that may be incurred imposed on Executive by the Grantee on account of non-compliance with Code Section 409A or damages for failing to comply with Code Section 409A. (a) A termination of the Code. Notwithstanding employment shall not be deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, payment of any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon or following a termination of employment or services from the Company shall be payable employment, unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Code Section 1.409A-1(h)409A, and and, for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee,” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does shall not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment be made or benefit will be paid or commenced to be paid to the Grantee under this Agreement provided until the date that which is the earlier to occur of (i) the Grantee’s death or expiration of the six (6)-month period measured from the date of such “separation from service” of Executive and (ii) six months and one day following the Granteedate of Executive’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable death, solely to the Grantee extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 11(a) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum on the date that is six months and one day following the effective date of the terminationsum, and any all remaining compensation payments and benefits due under the this Agreement shall be paid or provided as otherwise set forth in accordance with the normal payment dates specified for them herein;. (b) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (i) all expense or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such, expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (c) whenever For purposes of Code Section 409A, Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment periodperiod with reference to a number of days, the actual date of payment within such the specified period shall be within the sole discretion of the Company. Notwithstanding any other provision of this Agreement to the contrary, and the Grantee in no event shall have no right (directly any payment or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment benefit under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A of the Code; and (e) the payment of be subject to offset by any compensation or benefit may not be accelerated except to the extent other amount unless otherwise permitted by Code Section 409A of the Code.409A.

Section 409A. Notwithstanding any provision in this Agreement to the contrary: (i) This Agreement is intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code or an exemption thereunder of 1986, as amended (the “Code”) and its corresponding regulations (“Section 409A”), and shall in all respects be construed and interpreted administered in accordance with Section 409A. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that is consistent all payments hereunder comply with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations The parties agree that the payment and benefits provided under this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in no order to preserve the payments and benefits provided hereunder without additional cost to either party. Notwithstanding anything in this Agreement to the contrary, distributions may only be made under this Agreement upon an event and in a manner permitted by Section 409A or an applicable exemption. Severance benefits provided under this Agreement are intended to be exempt from Section 409A under the “short term deferral exception” to the maximum extent applicable. Further, any payments that qualify for the “separation pay” exception or another exception under Section 409A shall be paid under the Company applicable exception. Each payment made under this Agreement shall be liable for all treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. If the timing of the execution of a Release, directly or any portion indirectly, results in the Executive designating the calendar year of any taxespayment that is subject to Section 409A, penaltiesand if any such payment that is subject to execution of the Release could be made in more than one taxable year, interest or other expenses that may payment shall be incurred by made in the Grantee on account of non-compliance later taxable year, if required to comply with Section 409A of the Code. Notwithstanding . (ii) To the extent that any provision of payment or benefit described in this Agreement (including any payment during the Qualifying Termination Notice Period) constitutes “non-qualified deferred compensation” under Section 409A, and to the contrary, any compensation extent that such payment or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a the Executive’s termination of employment or services from during the Company Qualifying Termination Notice Period, then such payments or benefits shall be payable unless such termination also meets only upon the requirements of a Executive’s “separation from service.” under The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h), and references in . If the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee Executive is a “specified employee” for purposes of Section 409A, any payment otherwise required to be made hereunder to the Executive at any date as a result of the Executive’s “separation from service” (as that term is defined including any payment during the Qualifying Termination Notice Period) shall be delayed if necessary to avoid the imposition of tax under Section 409A and for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment Code (the “Delay Period”). Any payments which On the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one first business day following the effective date expiration of the terminationDelay Period, the Executive shall be paid, in a single lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining compensation and benefits due under the Agreement payments not so delayed shall continue to be paid or provided as otherwise pursuant to the payment schedule set forth herein;. (ciii) whenever a To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement specifies a payment period, the actual date of payment within such specified period shall be constitutes nonqualified deferred compensation (within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes meaning of Section 409A of the Code), (1) 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, (2) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (3) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; andprovided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. (eiv) Notwithstanding anything herein to the contrary, if a Change in Control constitutes a payment of event with respect to any compensation or benefit may not be accelerated except that is subject to Section 409A, to the extent permitted by required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in the definition of “Change in Control” shall only constitute a Change in Control for purposes of the payment timing of such compensation (or portion thereof) if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5). (v) While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, the Company makes no representation or warranty and in no event whatsoever shall the Company or any member of the Group be liable for any additional tax, interest, or penalties that may be imposed on the Executive as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.

Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code ("Section 409A"), and the parties hereby agree to amend this Agreement as and when necessary or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes desirable to conform to or penalties otherwise properly reflect any guidance issued under Section 409A after the date hereof without violating Section 409A. In case any one or more provisions of this Agreement fails to comply with the provisions of Section 409A, the remaining provisions of this Agreement shall remain in effect, and this Agreement shall be administered and applied as if the non-complying provisions were not part of this Agreement. The parties in that event shall endeavor to agree upon a reasonable substitute for the non-complying provisions, to the extent that a substituted provision would not cause this Agreement to fail to comply with Section 409A, and, upon so agreeing, shall incorporate such substituted provisions into this Agreement. In no event whatsoever shall Employer be liable for any additional tax, interest or penalty that may be imposed on you by Section 409A or damages for failing to comply with Section 409A. A termination of your employment hereunder shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit constituting "deferred compensation" under Section 409A upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment" or like terms shall mean "separation from service." In the event that any payment or benefit made hereunder or under any compensation plan, program or arrangement of the Code. Notwithstanding Employer would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the foregoingmeaning of Section 409A and, at the Company makes no representations that time of your "separation from service" you are a "specified employee" within the meaning of Section 409A, then any such payments or benefits shall be delayed until the six-month anniversary of the date of your "separation from service." Each payment made under this Agreement shall be designated as a "separate payment" within the meaning of Section 409A. All reimbursements and in-kind benefits provided under this Agreement comply shall be made or provided in accordance with the requirements of Section 409A of to the Code and extent that such reimbursements or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to you shall in no event shall be paid later than the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A end of the Codecalendar year next following the calendar year in which you incur such expense or pay such related tax. Notwithstanding any provision of Unless otherwise permitted by Section 409A, the right to reimbursement or in-kind benefits under this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall not be subject to liquidation or exchange for another benefit and the following: (a) no amount of expenses eligible for reimbursement, or benefit that is payable upon a termination of employment in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or services from the Company shall in-kind benefits to be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h)provided, and references respectively, in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in any other taxable year. In the event that any payment payment(s) from the Employer to you is conditioned upon your execution and non-revocation of a general release of claims in favor of the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employmentEmployer, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled period you have to any sign and/or revoke such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles release spans two consecutive calendar years, the payment shall be made Employer will pay (or begin paying you, as applicable) such payment(s) as soon as possible but in no event earlier than the later beginning of such second calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeyear.

Section 409A. This Agreement is intended to comply with Section 409A The intent of the Code or an exemption thereunder and shall be construed and interpreted in a manner parties is that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided payments under this Agreement comply with Section 409A of the Code Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in no event compliance therewith. Notwithstanding anything contained herein to the contrary, the Grantee shall not be considered to have terminated employment with the Company be liable for all or any portion purposes of any taxes, penalties, interest or other expenses that may be incurred by payments under this Agreement which are subject to Section 409A of the Code until the Grantee on account has incurred a “separation from service” from the Company within the meaning of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no Each amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided construed as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate identified payment for purposes of Section 409A of the Code; and (e) . Without limiting the payment of any compensation or benefit may not be accelerated except foregoing and notwithstanding anything contained herein to the contrary, to the extent permitted by required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code., amounts that would otherwise be payable pursuant to this Agreement or any other arrangement between the Grantee and the Company during the six (6) month period immediately following the Grantee’s separation from service shall instead be paid on the first business day after the date that is six (6) months following the Grantee’s separation from service (or, if earlier, the Grantee’s date of death). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. In the event that any provision of this Agreement would cause this Agreement fail to comply with Section 409A, to the extent subject thereto, such provision may be deemed null and void, and the Company and the Grantee agree to amend or restructure this Agreement to the extent necessary and appropriate to avoid adverse tax consequences under Section 409A.

Section 409A. This (a) To the fullest extent applicable, amounts and other benefits payable under this Agreement are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A of the Code in accordance with one or more of the exemptions available under the Treasury regulations promulgated under Section 409A. In this regard, each such payment that is made in a series of scheduled installments shall be deemed a separate payment for purposes of Section 409A. (b) To the extent that any amounts or benefits payable under this Agreement are or become subject to Section 409A due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation under Section 409A, this Agreement is intended to comply with the applicable requirements of Section 409A of the Code with respect to such amounts or an exemption thereunder and benefits. This Agreement shall be construed interpreted and interpreted administered to the extent possible in a manner that is consistent with the requirements for avoiding additional taxes foregoing statement of intent. (c) Notwithstanding anything in this Agreement or penalties under elsewhere to the contrary, if the Executive is a “Specified Employee” (within the meaning of Section 409A 409A(a)(2)(B)(i) of the Code, as determined by the Company’s Compensation Committee) on the date of his termination of employment, and the Company reasonably determines that any amount or other benefit payable under this Agreement on account of the Executive’s separation from service, within the meaning of Section 409A(a)(2)(A)(i) of the Code, constitutes nonqualified deferred compensation that will violate the requirements of Section 409A(a)(2) if paid at the time specified in the Agreement, then the payment thereof shall be postponed to and paid on the first business day of the seventh month following the date of termination or, if earlier, the date of the Executive’s death (the “Delayed Payment Date”), and the remaining amounts or benefits shall be paid at the times otherwise provided under the Agreement. Notwithstanding The Company and the foregoingExecutive may agree to take other actions to avoid a violation of Section 409A at such time and in such manner as permitted under Section 409A. If this Section 15(c) requires a delay of any payment, such payment shall be accumulated and paid in a single lump sum on the Delayed Payment Date together with interest for the period of delay, compounded monthly, equal to the prime rate as set forth in the Eastern edition of the Wall Street Journal on the date of termination. If a benefit subject to the delayed payment rules of this Section 15(c) is to be provided other than by the payment of money to the Executive, then the provision of such benefit prior to the Delayed Payment Date is conditioned on pre-payment by the Executive to the Company of the full taxable value of the benefit and following the Delayed Payment Date, the Company makes no representations shall repay the Executive for the payments made by the Executive pursuant to the terms of this sentence which would otherwise not have been required of the Executive. (d) The Executive’s date of termination for purposes of determining the date that the any payment and benefits provided or benefit that is treated as nonqualified deferred compensation under this Agreement comply with Code Section 409A is to be paid or provided (or in determining whether an exemption to such treatment applies), and for purposes of determining whether the Code Executive is a “Specified Employee” on the date of termination, shall be the date on which the Executive has incurred a “separation from service” within the meaning of Section 409A(a)(2)(A)(i) and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. applicable guidance thereunder. (e) Notwithstanding any provision of this Agreement to the contrary, the time of payment of any compensation or benefit payable hereunder performance shares that constitutes a deferral of compensation under Code are subject to Section 409A as “nonqualified deferred compensation” and that vest pursuant to this Agreement shall not be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable accelerated unless such termination also meets acceleration complies with the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such as determined pursuant to applicable guidance issued thereunder. If the payment or benefit will of vested performance shares cannot be paid or commenced accelerated pursuant to be paid this provision, payment shall include interest for the period of delay, compounded monthly, equal to the Grantee under this Agreement until prime rate as set forth in the Eastern edition of the Wall Street Journal on the date that is when payment of the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee vested performance shares would otherwise have received during the Delay Period will be payable been made. (f) Notwithstanding any provision of this Agreement to the Grantee in a lump sum on contrary, to the date that extent the Company is six months and one day following required pursuant to this Agreement to reimburse expenses incurred by the effective date of the terminationExecutive, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) reimbursement obligation is subject to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code, the Company shall reimburse any such eligible expenses by the end of the calendar year next following the calendar year in which the expense was incurred, subject to any earlier required deadline for payment otherwise applicable under this Agreement; andprovided, however, that the following sentence shall apply to any tax gross-up payment (if applicable) to the extent subject to Section 409A. Any such tax gross-up payment will be made by the end of the calendar year next following the calendar year in which the Executive remits the related taxes. (eg) Notwithstanding any provision of this Agreement to the contrary, if Executive becomes entitled to the payment of severance benefits pursuant to this Agreement upon termination of employment as a result of Executive’s disability, the Company shall pay such disability benefits in accordance with the Company’s payroll policy (whether or not such payroll is monthly) for the period otherwise specified under this Agreement. (h) Notwithstanding any compensation or benefit may not be accelerated except provision of this Agreement to the extent permitted contrary, benefit payments under the SERB Plan shall be made to Executive in the manner provided under the SERB Plan, as amended by the Company to comply with Section 409A of the Code. Except as otherwise provided in the SERB Plan, no benefits shall be payable hereunder prior to death, disability or termination of employment.”

Section 409A. This Agreement It is intended that the terms of the Award will not result in the imposition of any tax liability pursuant to comply with Section 409A of the Code or an exemption thereunder and Code. This Agreement shall be construed and interpreted in a manner that is consistent with that intent. Notwithstanding any provision to the requirements for avoiding additional contrary in this Agreement, to the extent necessary to avoid the imposition of any taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided or distribution under this Agreement comply that becomes payable by reason of a Recipient's termination of employment with Section 409A of the Code and in no event shall the Company will be liable for all or any portion made to such Recipient unless such Recipient's termination of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with employment constitutes a "separation from service" (as such term is defined in Section 409A of the Code). Notwithstanding any provision For purposes of this Agreement Agreement, each amount to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced benefit to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement provided shall be paid or provided construed as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate identified payment for purposes of Section 409A of the Code; . If a Recipient is a "specified employee" as defined in Section 409A of the Code and (e) , as a result of that status, any portion of the payment of any compensation or benefit may not payments under this Agreement would otherwise be accelerated except subject to the extent permitted by taxation pursuant to Section 409A of the Code, such Recipient shall not be entitled to any payments upon a termination of his or her employment until the earlier of (i) the expiration of the six (6)-month period measured from the date of such Recipient's "separation from service" (within the meaning of Section 409A of the Code) or (ii) the date of such Recipient's death. Upon the expiration of the applicable Section 409A deferral period, all payments and benefits deferred pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to such Recipient in a lump sum on the tenth (10th) day following such expired period, and any remaining payments due under this Agreement will be paid in accordance with the normal payment dates specified for them herein.

Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code or an exemption thereunder of 1986, as amended from time to time (the “Code”) and will be interpreted accordingly. References under this Agreement to Executive’s termination of employment shall be construed and interpreted in deemed to refer to the date upon which Executive has experienced a manner that is consistent with “separation from service” within the requirements for avoiding additional taxes or penalties under meaning of Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement anything herein to the contrary, any compensation or benefit payable hereunder that constitutes a deferral (i) if at the time of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services Executive’s separation from service with the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee Executive is a “specified employee” (as that term is defined under in Section 409A of the CodeCode (and any related regulations or announcements thereunder) at and the time deferral of the Grantee becomes entitled commencement of any payments or benefits otherwise payable hereunder or payable under any other compensatory arrangement between Executive and the Company or any of its affiliates as a result of such separation from service is necessary in order to prevent any such payment accelerated or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from additional tax under Section 409A of the Code, then no the Company will defer the commencement of the payment of any such payment payments or benefit will be benefits hereunder (without any reduction in such payments or benefits ultimately paid or commenced provided to be paid to the Grantee under this Agreement Executive) until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following Executive’s separation from service (or the Grantee’s termination earliest date as is permitted under Section 409A of employment (the “Delay Period”Code). Any , at which point all payments which the Grantee would otherwise have received during the Delay Period will deferred pursuant to this Section 21 shall be payable paid to the Grantee Executive in a lump sum and (ii) if any payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Executive in a manner consistent with Treas. Reg. Section 1.409A-3(i)(l)(iv). Additionally, to the extent that Executive’s receipt of any in-kind benefits from the Company or its affiliates must be delayed pursuant to this Section 21 due to his status as a “specified employee,” Executive may elect to instead purchase and receive such benefits during the period in which the provision of benefits would otherwise be delayed by paying the Company (or its affiliates) for the fair market value of such benefits (as determined by the Company in good faith) during such period. Any amounts paid by Executive pursuant to the preceding sentence shall be reimbursed to Executive as described above on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due his separation from service. Each payment made under the this Agreement shall be paid or provided designated as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be “separate payment” within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes meaning of Section 409A of the Code; and (e) . The Company shall consult with Executive in good faith regarding the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A implementation of the Codeprovisions of this Section 21, provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto.

Section 409A. This Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the Performance Units (including any dividend equivalent rights related thereto) to be made to the Participant pursuant to this Agreement is intended to comply with qualify as a “short-term deferral” pursuant to Section 409A 1.409A-1(b)(4) of the Code or an exemption thereunder Regulations and this Agreement shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties consistently therewith. However, under Section 409A certain circumstances, settlement of the Code. Notwithstanding the foregoingPerformance Units or any dividend equivalent rights may not so qualify, and in that case, the Company makes no representations that Committee shall administer the payment grant and benefits provided under this Agreement comply with Section 409A settlement of the Code such Performance Units and any dividend equivalent rights in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-strict compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement Further, notwithstanding anything herein to the contrary, any compensation or benefit payable hereunder that constitutes if at the time of a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a Participant’s termination of employment or services from with the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), Corporation and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result ofits Subsidiaries, the Grantee’s termination of employment, and the Grantee Participant is a “specified employee” (as that term is defined under in Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such payment termination of service is necessary in order to prevent the imposition of any accelerated or benefit does not otherwise qualify for an applicable exemption from additional tax under Section 409A of the Code, then no the Corporation will defer the commencement of the payment of any such payment payments or benefit will be benefits hereunder (without any reduction in such payments or benefits ultimately paid or commenced to be paid provided to the Grantee under this Agreement until the date that is the earlier to occur of (iParticipant) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the effective Participant’s termination of employment with the Corporation (or the earliest date as is permitted under Section 409A of the terminationCode), and any remaining compensation and benefits due if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion Section 409A of the Company, Code and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be have remained employed so long as Grantee has not “separated from service” with the Corporation or Successor. Each payment of Performance Units (and related dividend equivalent units) constitutes a “separate payment payment” for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. This Agreement (a) It is intended to comply that this Agreement be drafted and administered in compliance with Section 409A of the Code, including, but not limited to, any future amendments to Section 409A of the Code, and any other Internal Revenue Service or other governmental rulings or interpretations (“IRS Guidance”) issued pursuant to Section 409A of the Code so as not to subject the Executive to payment of interest or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding any additional taxes or penalties tax under Section 409A of the Code. Notwithstanding the foregoingIn furtherance thereof, the Company makes no representations if payment or provision of any amount or benefit hereunder that the payment and benefits provided under this Agreement comply with is subject to Section 409A of the Code and in no event shall at the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be time specified herein would subject to the following: (a) no such amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined additional tax under Section 409A of the Code) at , the time the Grantee becomes entitled to any such payment or benefit, and provided further that provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or provision of such amount or benefit does not otherwise qualify for an applicable exemption from could be made without incurring such additional tax. In addition, to the extent that any IRS Guidance issued under Section 409A of the Code would result in the Executive being subject to the payment of interest or any additional tax under Section 409A of the Code, then no such payment or benefit will be paid or commenced the parties agree to be paid to the Grantee under amend this Agreement until as required by law in order to avoid the date that is the earlier to occur imposition of (i) the Grantee’s death any such interest or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date additional tax under Section 409A of the terminationCode, which amendment shall have the minimum economic effect necessary and any remaining compensation and benefits due under be reasonably determined in good faith by the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, Company and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is madeExecutive. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for For purposes of Section 409A of the Code; and (e) , each payment of any severance pursuant to Article III shall be treated a separate payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any compensation amounts or benefit may not benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Section 409A of the Code and IRS Guidance). Notwithstanding the foregoing, nothing contained herein shall be accelerated except construed as a representation, guarantee or other undertaking on the part of the Company that any payment made pursuant to this Agreement (including, without limitation, the Bonus, any severance amount), is or will be found to comply with the requirements of Section 409A of the Code or any other regulations or guidance issued thereunder. The Executive shall be solely responsible for determining the tax consequences to him of the payments made pursuant to this Agreement, including, without limitation, any possible tax consequences under Section 409A of the Code. (b) To the extent (i) any payments to which the Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with the Executive’s separation from service with the Company constitute deferred compensation subject to Section 409Aof the Code; (ii) the Executive is deemed at the time of his separation from service to be a “specified employee” under Section 409A of the Code; and (iii) at the time of the Executive’s separation from service, the Company is publicly traded (as defined in Section 409A of the Code), then such payments (other than any payments permitted by Section 409A of the CodeCode to be paid within six (6) months of the Executive’s separation from service) shall not be made until the earlier of (x) the first day of the seventh month following the Executive’s separation from service or (y) the date of the Executive’s death following such separation from service. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 5.11 shall be paid to the Executive or the Executive's beneficiary in one lump sum.

Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code (“Section 409A”), and the parties hereby agree to amend this Agreement as and when necessary or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes desirable to conform to or penalties otherwise properly reflect any guidance issued under Section 409A after the date hereof without violating Section 409A. In case any one or more provisions of this Agreement fails to comply with the Code. Notwithstanding the foregoingprovisions of Section 409A, the Company makes no representations that the payment and benefits provided under remaining provisions of this Agreement shall remain in effect, and this Agreement shall be administered and applied as if the non-complying provisions were not part of this Agreement. The parties in that event shall endeavor to agree upon a reasonable substitute for the non-complying provisions, to the extent that a substituted provision would not cause this Agreement to fail to comply with Section 409A of the Code and in 409A, and, upon so agreeing, shall incorporate such substituted provisions into this Agreement. In no event whatsoever shall the Company be liable for all or any portion of any taxes, penaltiesadditional tax, interest or other expenses penalty that may be incurred imposed on Executive by the Grantee on account of non-compliance Section 409A or damages for failing to comply with Section 409A 409A. A termination of the Code. Notwithstanding Executive’s employment hereunder shall not be deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, payment of any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable constituting “deferred compensation” under Section 409A upon or following a termination of employment or services from the Company shall be payable unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean a “separation from service;” (b) in .” In the event that any payment or benefit made hereunder or under any compensation plan, program or arrangement of the Company would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the Grantee or any benefit hereunder is made uponmeaning of Section 409A and, or as a result of, at the Granteetime of Executive’s termination of employment, and the Grantee “separation from service” Executive is a “specified employee” (as that term is defined under within the meaning of Section 409A 409A, then any such payments or benefits shall be delayed until the six-month anniversary of the Code) at the time the Grantee becomes entitled to any such date of Executive’s “separation from service”. Each payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee made under this Agreement until shall be designated as a “separate payment” within the date that is the earlier to occur meaning of (i) the Grantee’s death or (ii) six months Section 409A. All reimbursements and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and in-kind benefits due provided under the this Agreement shall be paid made or provided as in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to Executive shall in no event be paid later than the end of the calendar year next following the calendar year in which Executive incurs such expense or pays such related tax. Unless otherwise set forth herein; (c) whenever a payment permitted by Section 409A, the right to reimbursement or in-kind benefits under this Agreement specifies a payment period, the actual date of payment within such specified period shall not be within the sole discretion of the Company, subject to liquidation or exchange for another benefit and the Grantee amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall have no right (directly not affect the expenses eligible for reimbursement, or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed in-kind benefits to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of provided, respectively, in any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeother taxable year.

Section 409A. This It is intended, and this Agreement will be so construed, that any amounts payable under this Agreement shall either be exempt from or comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject the Employee to the payment of interest and/or any tax penalty that may be imposed under Section 409A of the Code. The Company may take any action (including with retroactive effect) that it determines necessary or appropriate to exempt any payment under this Agreement from the application of Section 409A of the Code or to cause any payment to comply with the requirements of Section 409A of the Code. Employee acknowledges and agrees that the Company has made no representation to Employee as to the tax treatment of the compensation and benefits provided pursuant to this Agreement and that Employee is intended solely responsible for all taxes due with respect to such compensation and benefits. In addition, to the extent (i) any payments to which Employee becomes entitled under this Agreement in connection with Employee’s termination of employment with the Company constitutes deferred compensation subject to Section 409A of the Code and (ii) Employee is deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then to the extent required to avoid adverse tax treatment under Section 409A of the Code to Employee, such payment or payments shall not be made or commence until the date which is more than six (6) months after the Employee’s Separation from Service or, if earlier, the date of death of the Employee. If the condition of providing a Release by the Employee could cause the payment of any amount or provision of any Benefit subject to such release to be paid or provided in either of two taxable years of the Employee, then to the extent required to avoid adverse tax treatment to Employee under Section 409A of the Code, such amount or benefit shall be paid or provided in the later such taxable year, as necessary to comply with Section 409A of the Code. Neither the Company nor any of its affiliates shall be liable to Employee for any tax, penalty or interest imposed under or with respect to Section 409A of the Code or for reporting in good faith any payment made under this Agreement as an exemption thereunder and shall be construed and interpreted amount includible in a manner that is consistent with the requirements for avoiding additional taxes or penalties gross income under Section 409A of the Code. Notwithstanding the foregoing, Neither the Company makes no representations that the payment and benefits provided under this Agreement comply nor any of its affiliates are hereby providing Employee with any tax advice with respect to Section 409A of the Code or otherwise and in no event shall the Company be liable for all are not hereby making any guarantees or any portion other assurances of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance kind to Employee with Section 409A of the Code. Notwithstanding any provision of this Agreement respect to the contrary, tax consequences or treatment of any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be amounts paid or commenced to be paid to the Grantee payable under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the CodeAgreement.

Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code (“Section 409A”), and the Parties hereby agree to amend this Agreement as and when necessary or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes desirable to conform to or penalties otherwise properly reflect any guidance issued under Section 409A after the date hereof without violating Section 409A. In case any one or more provisions of this Agreement fails to comply with the Code. Notwithstanding the foregoingprovisions of Section 409A, the Company makes no representations that the payment and benefits provided under remaining provisions of this Agreement shall remain in effect, and this Agreement shall be administered and applied as if the non-complying provisions were not part of this Agreement. The Parties in that event shall endeavor to agree upon a reasonable substitute for the non-complying provisions, to the extent that a substituted provision would not cause this Agreement to fail to comply with Section 409A of the Code and in 409A, and, upon so agreeing, shall incorporate such substituted provisions into this Agreement. In no event whatsoever shall the Company be liable for all or any portion of any taxes, penaltiesadditional tax, interest or other expenses penalty that may be incurred imposed on you by the Grantee on account of non-compliance Section 409A or damages for failing to comply with Section 409A 409A. A termination of the Code. Notwithstanding your employment hereunder shall not be deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, payment of any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable constituting “deferred compensation” under Section 409A upon or following a termination of employment or services from the Company shall be payable unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean a “separation from service;” (b) in .” In the event that any payment or benefit made hereunder or under any compensation plan, program or arrangement of the Company would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the Grantee or any benefit hereunder is made uponmeaning of Section 409A and, or as a result of, at the Grantee’s termination time of employment, and the Grantee is your “separation from service” you are a “specified employee” (as that term is defined under within the meaning of Section 409A 409A, then any such payments or benefits shall be delayed until the six-month anniversary of the Code) at the time the Grantee becomes entitled to any such date of your “separation from service.” Each payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee made under this Agreement until shall be designated as a “separate payment” within the date that is the earlier to occur meaning of (i) the Grantee’s death or (ii) six months Section 409A. All reimbursements and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and in-kind benefits due provided under the this Agreement shall be paid made or provided as in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to you shall in no event be paid later than the end of the calendar year next following the calendar year in which you incur such expense or pays such related tax. Unless otherwise set forth herein; (c) whenever a payment permitted by Section 409A, the right to reimbursement or in-kind benefits under this Agreement specifies a payment period, the actual date of payment within such specified period shall not be within the sole discretion of the Company, subject to liquidation or exchange for another benefit and the Grantee amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall have no right (directly not affect the expenses eligible for reimbursement, or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed in-kind benefits to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of provided, respectively, in any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeother taxable year.

Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “"separation from service” " under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “"termination”", “"termination of employment” " or like terms shall mean a “"separation from service;”" (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s 's termination of employment, and the Grantee is a “"specified employee” " (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “"Delay Period”"). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. (i) It is intended that any amounts payable under this Agreement shall be exempt from and avoid the imputation of any tax, penalty or interest under Section 409A to the fullest extent permissible under applicable law; provided that if any such amount is or becomes subject to the requirements of Section 409A, it is intended that those amounts shall comply with such requirements. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner consistent with that intent. In furtherance of that intent, if payment or provision of any amount or benefit hereunder that is consistent with subject to Section 409A at the requirements for avoiding time specified herein would subject such amount or benefit to any additional taxes or penalties tax under Section 409A of the Code. Notwithstanding the foregoing409A, the Company makes no representations that payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment and benefits provided under this Agreement comply with Section 409A or provision of the Code and in such amount or benefit could be made without incurring such additional tax. In no event event, however, shall the Company be liable for all or any portion of any taxes, penaltiestax, interest or other expenses that may be incurred by the Grantee penalty imposed on account of non-compliance Executive under Section 409A or any damages for failing to comply with Section 409A 409A. (ii) A termination of the Code. Notwithstanding employment shall not be deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, payment of any compensation amounts or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount benefits upon or benefit that is payable upon following a termination of employment or services from the Company shall be payable that are considered “nonqualified deferred compensation” under Section 409A unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee .” If Executive is a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i) as that term is defined under Section 409A of the Code) at the time the Grantee becomes Separation Date, Executive shall not be entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify pursuant to this Agreement that constitutes nonqualified deferred compensation for an applicable exemption from purposes of Section 409A and that is payable upon a separation from service (within the meaning of Section 409A) until the Codeearlier of (A) the date which is six (6) months after his separation from service for any reason other than death, then no such payment or benefit will (B) the date of Executive’s death; provided that this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A. Any amounts otherwise payable to Executive upon or in the six (6) month period following Executive’s separation from service that are not so paid by reason of this Section 5(h)(ii) shall be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (iwithout interest) the Grantee’s death or as soon as practicable (iiand in any event within thirty (30) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on calendar days) after the date that is six (6) months after Executive’s separation from service (provided that in the event of Executive’s death after such separation from service but prior to payment, then such payment shall be made as soon as practicable, and one day following in all events within thirty (30) calendar days, after the effective date of Executive’s death). (iii) Any reimbursement payment or in-kind benefit due to Executive pursuant to Sections 3 or 4, to the terminationextent that such reimbursements or in-kind benefits are taxable to him, and any remaining compensation and benefits due under the Agreement shall be paid on or provided as otherwise set forth herein;before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. Executive agrees to provide prompt notice to the Company of any such expenses (and any other documentation that the Company may reasonably require to substantiate such expenses) in order to facilitate the Company’s timely reimbursement of the same. Reimbursements and in-kind benefits pursuant to Sections 3 or 4 are not subject to liquidation or exchange for another benefit and the amount of such benefits that Executive receives in one taxable year shall not affect the amount of such reimbursements or benefits that Executive receives in any other taxable year. (civ) whenever For purposes of Section 409A, Executive’s right to receive any installment payments hereunder shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment periodperiod with reference to a number of days (e.g., payment shall be made within thirty (30) calendar days following the Separation Date), the actual date of payment within such the specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. 409A. Notwithstanding the foregoing, the Company makes no representations that the payment payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee Participant on account of non-compliance with Section 409A of the Code. 409A. Notwithstanding any provision of anything in this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code this Agreement may be amended, as reasonably requested by the Company, and as may be necessary to fully comply with Section 409A and all related rules and regulations in order to preserve the payments and benefits provided hereunder. A termination of Continuous Service shall not be subject deemed to have occurred for purposes of any provision of this Agreement providing for the following: (a) no amount payment of any amounts or benefit benefits that is payable constitute nonqualified deferred compensation upon or following a termination of employment or services from the Company shall be payable Continuous Service unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, termination of Continuous Service,” “termination of employment,” or like terms shall mean a “separation from service;” (b) .” Notwithstanding anything to the contrary in the event that any Agreement, if Participant is deemed a "specified employee" within the meaning of Section 409A, as determined by the Committee, at a time when Participant becomes eligible for settlement or payment to of the Grantee or any benefit hereunder is made upon, or Performance Restricted Stock Units as a result ofof their Separation from Service, then to the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined extent necessary to prevent any accelerated or additional tax under Section 409A of the Code) at the time the Grantee becomes entitled to any 409A, such settlement or payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement delayed until the date that is the earlier to occur of of: (ia) the Grantee’s death or (ii) six months and one business day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months following Participant’s Separation from Service and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (cb) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the CodeParticipant’s death.

Section 409A. This (a) To the fullest extent applicable, amounts and other benefits payable under this Agreement are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A of the Code in accordance with one or more of the exemptions available under the Treasury regulations promulgated under Section 409A. In this regard, each such payment that is made in a series of scheduled installments shall be deemed a separate payment for purposes of Section 409A. (b) To the extent that any amounts or benefits payable under this Agreement are or become subject to Section 409A due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation under Section 409A, this Agreement is intended to comply with the applicable requirements of Section 409A of the Code with respect to such amounts or an exemption thereunder and benefits. This Agreement shall be construed interpreted and interpreted administered to the extent possible in a manner that is consistent with the requirements for avoiding additional taxes foregoing statement of intent. (c) Notwithstanding anything in this Agreement or penalties under elsewhere to the contrary, if the Executive is a “Specified Employee” (within the meaning of Section 409A 409A(a)(2)(B)(i) of the Code, as determined by the Company’s Compensation Committee) on the date of his termination of employment, and the Company reasonably determines that any amount or other benefit payable under this Agreement on account of the Executive’s separation from service, within the meaning of Section 409A(a)(2)(A)(i) of the Code, constitutes nonqualified deferred compensation that will violate the requirements of Section 409A(a)(2) if paid or provided at the time specified in the Agreement, then the payment or provision thereof shall be postponed to the first business day of the seventh month following the date of termination or, if earlier, the date of the Executive’s death (the “Delayed Payment Date”), and the remaining amounts or benefits shall be paid at the times otherwise provided under the Agreement. Notwithstanding The Company and the foregoingExecutive may agree to take other actions to avoid a violation of Section 409A at such time and in such manner as permitted under Section 409A. If this Section 15(c) requires a delay of any payment, such payment shall be accumulated and paid in a single lump sum on the Delayed Payment Date together with interest for the period of delay, compounded monthly, equal to the prime rate as set forth in the Eastern edition of the Wall Street Journal on the date of termination. If a benefit subject to the delayed payment rules of this Section 15(c) is to be provided other than by the payment of money to the Executive, then the provision of such benefit prior to the Delayed Payment Date is conditioned on pre-payment by the Executive to the Company of the full taxable value of the benefit and following the Delayed Payment Date, the Company makes no representations that shall repay the payment Executive for the payments made by the Executive pursuant to the terms of this sentence which would otherwise not have been required of the Executive. (d) Subject to Section 15(c), and benefits provided under this Agreement to the extent required to comply with Section 409A 409A, a portion of the Code amount provided for in Section 3.1(c)(ii) shall be paid at the same time and in no event shall the Company be liable same form as required for all the payment of severance under the Executive’s Employment Agreement, rather than a single lump sum, to the extent such portion would have been payable in such alternative form under the Executive’s Employment Agreement in the absence of a Change in Control, and the Executive’s date of termination does not occur within two years following a Change in Control that satisfies the requirements for a change in the ownership or any effective control of the Company, or a change in the ownership of a substantial portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A assets of the CodeCompany, under Section 409A, as determined pursuant to the applicable guidance thereunder. If payment cannot be made in a lump sum pursuant to this provision, each installment payment shall include interest for the period of delay, compounded monthly, equal to the prime rate as set forth in the Eastern edition of the Wall Street Journal on the date when the lump sum payment would otherwise have been made.] (e) Notwithstanding any provision of this Agreement to the contrary, the time of payment of any compensation performance shares that are subject to Section 409A as “nonqualified deferred compensation” and that vest pursuant to this Agreement shall not be accelerated unless such acceleration complies with the requirements of Section 409A of the Code, as determined pursuant to applicable guidance issued thereunder. If the payment of vested performance shares cannot be accelerated pursuant to this provision, payment shall include interest for the period of delay, compounded monthly, equal to the prime rate as set forth in the Eastern edition of the Wall Street Journal on the date when payment of the vested performance shares would otherwise have been made. (f) The Executive’s date of termination for purposes of determining the date that any payment or benefit payable hereunder that constitutes a deferral of is treated as nonqualified deferred compensation under Code Section 409A is to be paid or provided (or in determining whether an exemption to such treatment applies), and for purposes of determining whether the Executive is a “Specified Employee” on the date of termination, shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from date on which the Company shall be payable unless such termination also meets the requirements of Executive has incurred a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A(a)(2)(A)(i) and applicable guidance thereunder. (g) To the extent the Company is required pursuant to this Agreement to reimburse expenses incurred by the Executive, and references in the Agreement such reimbursement obligation is subject to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no the Company shall reimburse any such eligible expenses by the end of the calendar year next following the calendar year in which the expense was incurred, subject to any earlier required deadline for payment or benefit otherwise applicable under this Agreement; provided, however, that the following sentence shall apply to any tax gross-up payment (if applicable) to the extent subject to Section 409A. Any such tax gross-up payment will be paid or commenced to be paid to made by the Grantee under this Agreement until end of the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day calendar year next following the Grantee’s termination of employment (the “Delay Period”). Any payments calendar year in which the Grantee would otherwise have received during Executive remits the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the terminationrelated taxes, and any remaining compensation and benefits required reimbursement of expenses incurred due under to a tax audit or litigation addressing the Agreement shall existence or amount of a tax liability will be paid made by the end of the calendar year next following the calendar year in which the taxes that are the subject of the audit or provided litigation are remitted to the taxing authority, or where as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment periodresult of such audit or litigation no taxes are remitted, the actual date of payment within such specified period shall be within the sole discretion end of the Company, and calendar year next following the Grantee shall have no right (directly or indirectly) to determine the calendar year in which such audit is completed or there is a final and nonappealable settlement or other resolution of the litigation, in each case subject to any earlier required deadline for payment is made. otherwise applicable under this Agreement, In addition, to the event a payment period straddles two consecutive calendar yearsextent subject to Section 409A, the payment right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit, notwithstanding any contrary provision of this Agreement. (h) To the extent the Company is required pursuant to this Agreement to provide continued employee benefits following termination of employment, the provision of such benefits shall be made structured in a manner that complies with Section 409A. Any offset of the Company’s obligation to provide benefits under this Agreement as a result of the provision of benefits pursuant to a subsequent employer’s benefit plans, and any offset of the Company’s obligation to provide severance or termination pay under other agreements or arrangements as a result of the provision of pay and benefits under this Agreement, shall be structured in a manner that does not result in a change in the later time or form of such calendar years;payment of non-qualified deferred compensation that violates Section 409A. (di) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed The Executive consents to be a separate payment bound by the terms of the Supplemental Retirement Income Benefit Plan as amended by the Company for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.409A.”

Section 409A. This Notwithstanding anything to the contrary in this Agreement, any severance payments or benefits under this Agreement is intended to comply with Section 409A of that would be considered deferred compensation (the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties “Deferred Payments”) under Section 409A of the Code. Notwithstanding U.S. Internal Revenue Code of 1986 (as it has been and may be amended from time to time) and any regulations and guidance that has been promulgated or may be promulgated from time to time thereunder and any state law of similar effect (collectively “Section 409A”) will not be paid until the foregoing, Employee has experienced a “Separation from Service” within the Company makes no representations that the payment and meaning of Section 409A. The severance benefits provided under this Agreement comply with are intended to satisfy the exemptions from application of Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation provided under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under U.S. Treasury Regulation Section 1.409A-1(hRegulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and references in the Agreement to “termination”1.409A-1(b)(9), “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made uponas applicable. However, or as a result of, the Grantee’s termination of employment, if such exemptions are not available and the Grantee Employee is a “specified employee” (as that term is defined under within the meaning of Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the CodeEmployee’s Separation from Service, then no such payment or benefit then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the Deferred Payments that would otherwise be due to the Employee under this Agreement will accrue and will be paid or commenced to be paid to the Grantee under this Agreement until in a lump sum payment on the date that is the earlier to occur of (i) six (6) moths and one (1) day following the Granteedate of the Employee’s death Separation from Service or (ii) six months and one day following the GranteeEmployee’s termination of employment death (such rule, the “Six Month Delay PeriodRule”). Any payments which All subsequent Deferred Payments following the Grantee would otherwise have received during application of the Six Month Delay Period Rule, if any, will be payable in accordance with the payment schedule applicable to each payment. It is the intent for all payments and benefits under this Agreement to be exempt from Section 409A or, if not exempt, to comply with the requirements of Section 409A so that none of the payments and benefits will be subject to the Grantee in a lump sum on the date that is six months and one day following the effective date of the terminationadditional tax imposed under Section 409A, and any remaining compensation ambiguities or ambiguous terms herein will be interpreted to so comply. Each payment and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment benefit payable under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) is intended to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be constitute a separate payment for purposes of Section 409A 1.409A-2(b)(2) of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the CodeU.S. Treasury Regulations.

Section 409A. The Company or any of its applicable affiliates shall withhold from any amounts payable or provided under this Agreement such federal, state or local taxes as shall be required to be withheld under any applicable law or regulation and other required or applicable deductions. Except with respect to any payments or benefits which you may be entitled to under paragraph 4 of the Executive Letter Agreement, which shall be governed by the provisions contained therein, if and to the extent any portion of any payment, compensation or other benefit provided to you in connection with your separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are a specified employee as defined in Section 409A(a)(2)(B)(i), as determined by the Company or any of its applicable affiliates in accordance with its procedures, by which determination you hereby agree that you are bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of separation from service (as determined under Section 409A (the “New Payment Date”), except as Section 409A may then permit. The aggregate of any payments that otherwise would have been paid to you during the period between the date of separation from service and the New Payment Date shall be paid to you in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. If you die during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal representative of your estate on the first to occur of the New Payment Date and thirty (30) days after the date of your death. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate payment for purposes of Section 409A, and any payments that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Neither the Company nor any of its applicable affiliates nor you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A shall be made or provided in accordance with the requirements of Section 409A, including, without limitation, that (a) in no event shall reimbursements to you under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided, that you shall have submitted an invoice for such fees and expenses at least ten (10) days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (b) the amount of in-kind benefits that you are entitled to receive in any given calendar year shall not affect the in-kind benefits that you are entitled to receive in any other calendar year; (c) your right to such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (d) in no event shall your entitlement to such reimbursements or such in-kind benefits apply later than your remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). This Agreement is intended to comply with the provisions of Section 409A of and shall, to the Code or an exemption thereunder and shall extent practicable, be construed and interpreted in a manner that is consistent with accordance therewith. Terms defined in the requirements for avoiding additional taxes or penalties Agreement shall have the meanings given such terms under Section 409A of if and to the Code. Notwithstanding the foregoingextent required to comply with Section 409A. In any event, neither the Company nor any of its affiliates makes any representations or warrant and shall have no representations that the payment and benefits provided liability to you or any other person if any provisions of or payments under this Agreement comply with are determined to constitute deferred compensation subject to Section 409A of but not to satisfy the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes conditions of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.409A.

Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes of Section 409A, and the parties hereby agree to amend this Agreement as and when necessary or penalties desirable to conform to or otherwise properly reflect any guidance issued under Section 409A after the date hereof without violating Section 409A. In case any one or more provisions of this Agreement fails to comply with the Code. Notwithstanding the foregoingprovisions of Section 409A, the Company makes no representations that the payment and benefits provided under remaining provisions of this Agreement shall remain in effect, and this Agreement shall be administered and applied as if the non-complying provisions were not part of this Agreement. The parties in that event shall endeavor to agree upon a reasonable substitute for the non-complying provisions, to the extent that a substituted provision would not cause this Agreement to fail to comply with Section 409A 409A, and, upon so agreeing, shall incorporate such substituted provisions into this Agreement. A termination of the Code and in no event Employee’s employment hereunder shall the Company not be liable deemed to have occurred for all or any portion purposes of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to providing for the contrary, payment of any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable constituting “deferred compensation” under Section 409A upon or following a termination of employment or services from the Company shall be payable unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean a “separation from service;” (b) in .” In the event that any payment or benefit made hereunder or under any compensation plan, program or arrangement of the Employer would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the Grantee or any benefit hereunder is made uponmeaning of Section 409A and, or as a result of, at the Granteetime of Employee’s termination of employment, and the Grantee “separation from service” Employee is a “specified employee” (as that term is defined under within the meaning of Section 409A 409A, then any such payments or benefits shall be delayed until the six-month anniversary of the Code) at the time the Grantee becomes entitled to any such date of Employee’s “separation from service”. Each payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee made under this Agreement until shall be designated as a “separate payment” within the date that is the earlier to occur meaning of (i) the Grantee’s death or (ii) six months Section 409A. All reimbursements and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and in-kind benefits due provided under the this Agreement shall be paid made or provided as in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to Employee shall in no event be paid later than the end of the calendar year next following the calendar year in which Employee incurs such expense or pays such related tax. Unless otherwise set forth herein; (c) whenever a payment permitted by Section 409A, the right to reimbursement or in-kind benefits under this Agreement specifies a payment period, the actual date of payment within such specified period shall not be within the sole discretion of the Company, subject to liquidation or exchange for another benefit and the Grantee amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall have no right (directly not affect the expenses eligible for reimbursement, or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed in-kind benefits to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of provided, respectively, in any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeother taxable year.

Section 409A. This (a) To the extent applicable, this Agreement is intended will be construed to comply comply, and administered in compliance, with Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, if as of the Termination Date the Executive is a “specified employee” as defined in Section 409A of the Code and the deferral of the commencement of any payments or an exemption thereunder and shall be construed and interpreted benefits otherwise payable hereunder as a result of such termination of employment is necessary in a manner that is consistent with the requirements for avoiding order to prevent any accelerated or additional taxes or penalties tax under Section 409A of the Code. Notwithstanding the foregoing, then: (i) the Company makes no representations that will defer the commencement of the payment and of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided under this Agreement comply with Section 409A to Executive) until the first business day of the Code and in no event shall seventh month following Termination Date (or the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with earliest date as is permitted under Section 409A of the Code. Notwithstanding any ), or (ii) (A) with respect to the provision of this Agreement in-kind benefits hereunder which are otherwise not exempt from the six (6) month delay requirements, during the period beginning on the Termination Date, and ending on the six (6) month anniversary of such date, Executive may be permitted to commence use of such benefits so long as Executive reimburses the contraryCompany, on the last business day of each month, all or part of which occurs during such period, for the amount of any compensation or benefit payable hereunder that constitutes income imputed to Executive under applicable tax rules as a deferral result of compensation under Code Section 409A shall be subject any benefits provided to Executive during such month, and (B) in such event, on the following: (a) no amount or benefit that is payable upon a termination 1st business day of employment or services from seventh month following the Termination Date, the Company shall make a one-time, lump sum cash payment to Executive in an amount equal to the payments made by Executive in accordance with Section 19(b)(ii)(A) above, together with interest thereon accruing at the applicable federal rate for instruments of less than one year, and (iii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be payable unless deferred to the extent that such termination also meets deferral will make such payment or other benefits compliant under Section 409A of the requirements Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. (c) For purposes of a “separation from service” under Treasury Regulation Section 1.409A-1(h)409A of the Code, and (i) references in herein to the Agreement to “termination”Executive’s Termination Date, “termination of employment” or like terms reference shall mean refer to the Executive’s separation from service with the Company within the meaning of Section 409A of the Code and (ii) the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (d) Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “separation from service;”deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the Company shall reimburse the Executive for expenses for which he is entitled to be reimbursed on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. (be) The Company shall consult with Executive in good faith regarding the event that any payment implementation of the provisions of this Section 19; provided that, notwithstanding anything in this Agreement to the Grantee contrary, neither the Company nor any of its Affiliates, employees or representatives shall have any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined liability to Executive with respect to any tax liabilities imposed on Executive under Section 409A of the Code) at . In the time the Grantee becomes entitled event that any changes are made to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment Section 19 shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except amended to the extent permitted by Section 409A of the Codenecessary to cause this Agreement to comply with such changes to such law.

Section 409A. This It is intended that this Agreement will comply with Section 409A of the Code, to the extent the Agreement is intended subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted Code, the parties hereto will negotiate in good faith to amend the Agreement in a manner that is consistent with preserves the requirements for avoiding additional taxes or penalties under Section 409A original intent of the Code. Notwithstanding parties to the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Codeextent reasonably possible. Notwithstanding any provision of this Agreement to the contrarycontrary in this Agreement, any compensation and except as otherwise provided in this Agreement, if a payment or benefit payable hereunder that constitutes a deferral is to be paid upon the Officer’s Date of compensation under Code Section 409A Termination or termination, then such payment shall be subject to delayed until the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of Officer has experienced a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that such term is defined under Section 409A of the Code); provided, however, that if a payment or benefit is considered to be a deferral of compensation subject to Section 409A of the Code and the Officer is deemed to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) at of the time the Grantee becomes entitled Code, then with regard to any such payment or benefitthe provisions of any benefit that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, and provided further that such payment or benefit does shall not otherwise qualify for an applicable exemption be made or provided prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Officer’s “separation from service” (as such term is defined in U.S. Treasury Regulations issued under Section 409A of the Code), then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Granteedate of the Officer’s termination of employment death (the “Delay Period”). Any payments which As soon as practicable following the Grantee would otherwise have received during expiration of the Delay Period will Period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be payable paid or reimbursed to the Grantee Officer in a lump sum on the date that is six months and one day following the effective date of the terminationsum, and any remaining compensation payments and benefits due under the this Agreement shall be paid or provided as otherwise set forth in accordance with the normal payment dates specified for them herein; (c) whenever a payment under this Agreement specifies a payment period. Notwithstanding the foregoing, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted that the foregoing applies to the provision of any ongoing welfare benefits to the Officer that would not be required to be delayed if the premiums therefore were paid by Section 409A the Officer, the Officer shall pay the full costs of premiums for such welfare benefits during the CodeDelay Period and the Company shall pay the Officer an amount equal to the amount of such premiums paid by the Officer during the Delay Period within thirty (30) days after the conclusion of such Delay Period.

Section 409A. This Agreement is intended to comply with or be exempt from Section 409A of the Code or an exemption thereunder and shall will be construed interpreted, administered and interpreted operated in a manner consistent with that intent. Notwithstanding anything herein to the contrary, if at the time of Executive’s separation from service with the Company he is a “specified employee” as defined in Section 409A of the Code (and the regulations thereunder) and any payments or benefits otherwise payable hereunder as a result of such separation from service are subject to Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is consistent six months following Executive’s separation from service with the requirements for avoiding additional taxes Company (or penalties the earliest date as is permitted under Section 409A of the Code. Notwithstanding the foregoing), and the Company makes no representations will pay any such delayed amounts in a lump sum at such time. If any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax. To the payment and extent any reimbursements or in-kind benefits provided due to Executive under this Agreement comply constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Executive in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code. References to “termination of employment” and similar terms used in this Agreement are intended to refer to “separation from service” within the meaning of Section 409A of the Code and in no event shall to the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance extent necessary to comply with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever Whenever a payment under this Agreement specifies may be paid within a payment specified period, the actual date of payment within such the specified period shall be within the sole discretion of the Company. In no event may Executive, and the Grantee shall have no right (directly or indirectly) , designate the calendar year of any payment to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made under this Agreement. Any provision in this Agreement providing for any right of offset or set-off by the later Company shall not permit any offset or set-off against payments of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment “non-qualified deferred compensation” for purposes of Section 409A of the Code; and (e) the payment of any compensation Code or benefit may not be accelerated except other amounts or payments to the extent permitted by that such offset or set-off would result in any violation of Section 409A of the Code.or adverse tax consequences to Executive under Section 409A.

Section 409A. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted administered under Section 409A of the Code. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that is consistent complies with Section 409A of the requirements for avoiding additional taxes Code or penalties an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each party shall treat each installment payment provided under this Agreement as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be is not liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of Executive for non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;”. (b) in the event that Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Executive in connection with his or her Qualifying Termination is determined to constitute “nonqualified deferred compensation” within the Grantee or any benefit hereunder meaning of Section 409A of the Code and Executive is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is determined to be a “specified employee” (as that term is defined under in Section 409A 409A(a)(2)(b)(i) of the Code) at , then the time the Grantee becomes entitled to any such payment or benefit, and provided further that Company shall not provide such payment or benefit until the first payroll date to occur following the six-month anniversary of the Qualifying Termination or, if earlier, on Executive's death (the “Specified Employee Payment Date”). The Company shall pay the aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date and interest on such amounts calculated based on the applicable federal rate published by the Internal Revenue Service for the month in which Executive's separation from service occurs to Executive in a lump sum on the Specified Employee Payment Date and thereafter, the Company shall pay any remaining amounts without delay under their original schedule. Notwithstanding any other provision of this Agreement, if any payment or benefit is conditioned on Executive's execution of a Release, the Company shall include in the first payment all amounts that would otherwise have been paid to Executive during the period beginning on the date of the Qualifying Termination and ending on the payment date if no delay had been imposed. Notwithstanding any other provision of this Agreement, if a Qualifying Termination occurs during the six-month period before the first occurrence of a Change in Control, Benefit Continuation reimbursement does not begin until after the Change in Control occurs and the first Benefit Continuation reimbursement shall include all amounts that would otherwise qualify for an applicable exemption from have been paid to Executive during the period beginning on the date Executive's employment with the Company terminates and ending on the payment date if no delay had been imposed. (c) To the extent required by Section 409A of the Code, then no such payment each reimbursement or in-kind benefit will be paid or commenced to be paid to the Grantee provided under this Agreement until shall be provided in accordance with the date that is the earlier to occur of following: (i) the Grantee’s death expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; and (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable any right to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and reimbursements or in-kind benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly is not subject to liquidation or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment exchange for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeanother benefit.

Section 409A. This Agreement is intended to comply with Section 409A of the Code with, or an exemption thereunder and shall otherwise be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under exempt from, Section 409A of the Code. Notwithstanding the foregoingThis Agreement shall be administered, the Company makes no representations that the payment interpreted, and benefits provided under this Agreement comply with Section 409A of the Code and construed in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance a manner consistent with Section 409A of the Code. Notwithstanding Should any provision of this Agreement be found not to comply with, or otherwise be exempt from, the provisions of Section 409A, such provision shall be modified and given effect (retroactively if necessary), by the Company, with the consent of Employee, in such manner as the Company and Employee agree reasonably and in good faith to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Notwithstanding anything herein to the contrary, (a) if at the time of Employee’s termination of employment, Employee is a “specified employee” as defined in Section 409A and the deferral of the commencement of any compensation payments or benefit benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided by the Company) until the date that constitutes a deferral is six months following the date of compensation Employee’s termination of employment (or the earliest date as is permitted under Code Section 409A 409A), (b) if any other payments of money or other benefits due to Employee hereunder could cause the application of an accelerated or additional tax under Section 409A, then such payments or other benefits shall be subject deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the following: extent possible, in a manner determined by the Company that does not cause such an accelerated or additional tax, (ac) 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 amount or benefit that is payable upon a payment shall be due to Employee under this Agreement based on termination of employment or services from the Company shall until Employee would be payable unless such termination also meets the requirements of considered to have incurred a “separation from service” under Treasury Regulation from the Company within the meaning of Section 1.409A-1(h)409A, and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (bd) in the event that any payment to the Grantee or any benefit hereunder is made uponextent permitted by Code Section 409A, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled each amount to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced benefit to be paid provided to the Grantee under Employee pursuant to this Agreement until the date that is the earlier Agreement, which constitutes deferred compensation subject to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the terminationSection 409A, and any remaining compensation and benefits due under the Agreement shall be paid or provided construed as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate identified payment for purposes of Section 409A 409A. Employee shall not have any right to determine a date of the Code; and (e) the payment of any compensation amount under this Agreement. To the extent required to avoid an accelerated or benefit additional tax under Section 409A, amounts reimbursable to Employee under this Agreement, if any, shall be paid to Employee on or before the last day of the year following the year in which the expense was incurred, the amount of expenses eligible for reimbursement (and in-kind benefits provided to Employee) during any one year may not affect amounts reimbursable or provided in any subsequent year, and the right to reimbursement (and in-kind benefits provided to Employee) under this Agreement shall not be accelerated except subject to liquidation or exchange for another benefit. Employee acknowledges and understands that neither the extent permitted by Company nor any employee or agent of the Company has provided Employee any tax advice regarding this Agreement, amounts payable under this Agreement, or Section 409A and that the Company has urged Employee to seek advice from Employee’s own tax advisor regarding the tax consequences of the Codethis Agreement to Employee.

Section 409A. This Agreement is intended to comply with Section 409A The Company makes no representations or warranties regarding the tax implications of the Code or an exemption thereunder compensation and shall benefits to be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties paid to you under this Agreement, including, without limitation, under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance and regulations (“Section 409A”). Notwithstanding It is the foregoing, intention of the Company makes no representations parties hereto that the payment and benefits provided payments under this Agreement comply with Section 409A of the Code and be interpreted to be exempt from or in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance with Section 409A. To the extent any payments of money or other benefits due to you under this Agreement could cause the Codeapplication of an acceleration or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payments or other benefits shall be restructured, to the extent possible, in a manner determined by the Company that does not cause such acceleration or additional tax. Notwithstanding any provision of All references in this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of your employment or services from the Company shall be payable unless such termination also meets the requirements of a “mean your separation from service” under Treasury Regulation service within the meaning of Section 1.409A-1(h), and references in the Agreement 409A. With respect to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment payments due to the Grantee or any benefit hereunder is made upon, or you as a result of, of the Grantee’s termination of your employment, if necessary to comply with Section 409A, and if you are deemed on the Grantee is date of termination to be a “specified employee” (as within the meaning of that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any 409A, such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will payments shall be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of made as follows: (i) no payments shall be made for a six-month period following the Grantee’s death or date of termination and (ii) six months and one day following an amount equal to the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee aggregate sum that would have been otherwise have received payable during the Delay Period will initial six-months period shall be payable to the Grantee paid in a lump sum on the date that is six (6) months and plus one (1) day following the effective date of termination. With respect to any reimbursements under this Agreement, such reimbursement shall be made on or before the terminationlast day of your taxable year following the taxable year in which the expense was incurred by you. The amount of any expenses eligible for reimbursement or the amount of any in-kind benefits provided, and as the case may be, under this Agreement during any remaining compensation and calendar year shall not affect the amount of expenses eligible for reimbursement or the amount of any in-kind benefits provided during any other calendar year. The right to reimbursement or to any in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. For the avoidance of doubt, any payment due under this Agreement within a period following the termination of your employment or other event shall be made on a date during such period as determined by the Company in its sole discretion. Each payment made under this Agreement shall be paid or provided designated as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be “separate payment” within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes meaning of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.409A.

Section 409A. This Agreement is intended to comply with Section 409A 8.14.1 The intent of the Code or an exemption thereunder and shall be construed and interpreted in a manner parties is that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment payments and benefits provided under this Agreement comply with Internal Revenue Code Section 409A of and the regulations and guidance promulgated thereunder (collectively “Code and Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Company CMG be liable for all or any portion of any taxes, penaltiesadditional tax, interest or other expenses penalty that may be incurred imposed on the Employee by the Grantee on account of non-compliance with Code Section 409A or damages for failing to comply with Code Section 409A. 8.14.2 A termination of the Code. Notwithstanding employment shall not be deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, payment of any compensation amounts or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount benefits upon or benefit that is payable upon following a termination of employment or services from the Company shall be payable unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Code Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee,” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does shall not otherwise qualify for an applicable exemption from Section 409A be made or provided until the date which is the earlier of (A) the expiration of the Codesix (6)-month period measured from the date of such “separation from service” of the Employee, then no and (B) the date of the Employee’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 8.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such payment or benefit will delay) shall be paid or commenced to be paid reimbursed to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee Employee in a lump sum on the date that is six months and one day following the effective date of the terminationsum, and any remaining compensation payments and benefits due under the this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 8.14.3 To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee, (B) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. 8.14.4 For purposes of Code Section 409A, the Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as otherwise set forth herein; (c) whenever a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment periodperiod with reference to a number of days, the actual date of payment within such the specified period shall be within the sole discretion of CMG. 8.14.5 Notwithstanding any other provision of this Agreement to the Companycontrary, and the Grantee in no event shall have no right (directly or indirectly) to determine the year in which such any payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A of the Code; and (e) the payment of be subject to offset by any compensation or benefit may not be accelerated except to the extent other amount unless otherwise permitted by Code Section 409A of the Code.409A.

Section 409A. (a) This Agreement is intended shall be interpreted to comply with avoid any penalty sanctions under Section 409A of the Internal Revenue Code (the “Code”). If any payment or an exemption thereunder and shall benefit cannot be construed and interpreted in a manner that is consistent with provided or made at the requirements for avoiding additional taxes or penalties time specified herein without incurring sanctions under Section 409A of the Code, then such benefit or payment shall be provided in full (to extent not paid in part at earlier date) at the earliest time thereafter when such sanctions will not be imposed. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with For purposes of Section 409A of the Code Code, all payments to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” (within the meaning of such term under Section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, and in the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the Company be liable for all Executive, directly or any portion indirectly, designate the calendar year of any taxespayment, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with except as permitted under Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation in no event shall the timing of the Executive’s execution of the Release, directly or benefit payable hereunder indirectly, result in the Executive designating the calendar year of payment, and if a payment that constitutes a deferral is subject to execution of compensation under Code Section 409A the Release could be made in more than one taxable year, payment shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references made in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;”later taxable year. (b) in the event that any payment Notwithstanding anything herein to the Grantee or any benefit hereunder is made uponcontrary, or as a result ofif, at the Granteetime of the Executive’s termination of employmentemployment with the Company, Parent or the Company has securities which are publicly traded on an established securities market and the Grantee Executive is a “specified employee” (as that such term is defined under in Section 409A of the Code) at and it is necessary to postpone the time the Grantee becomes entitled commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any such payment accelerated or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from additional tax under Section 409A of the Code, then no the Company will postpone the commencement of the payment of any such payment payments or benefit will be benefits hereunder (without any reduction in such payments or benefits ultimately paid or commenced to be paid provided to the Grantee Executive) that are not otherwise paid within the “short-term deferral exception” under this Agreement Treas. Reg. §1.409A-1(b)(4), and the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on occurs after the date that is six months and one day following the effective Executive’s “separation of service” (as such term is defined under code Section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is six months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of Section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein;Executive’s death. (c) whenever a payment All reimbursements and in-kind benefits provided under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made or provided in accordance with the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes requirements of Section 409A of the Code; and , including, where applicable, the requirement that (eA) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (B) the payment amount of any compensation expenses eligible for reimbursement, or benefit in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be accelerated except to provided, in any other calendar year, (C) the extent permitted by Section 409A reimbursement of an eligible expense will be made on or before the last day of the Codecalendar year following the year in which the expense is incurred and (D) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. This (a) The intent of the parties is that payments and benefits under this Agreement is intended to comply with with, or be exempt from, Section 409A of the Code or an exemption thereunder and and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted to be in a manner that is consistent with the requirements compliance therewith. (b) A termination of employment shall not be deemed to have occurred for avoiding additional taxes or penalties under Section 409A purposes of the Code. Notwithstanding the foregoing, the Company makes no representations that this Agreement providing for the payment and of any amounts or benefits provided under this Agreement comply with subject to Section 409A of the Code and in no event shall the Company be liable for all upon or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon following a termination of employment or services from the Company shall be payable unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A of the Code and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Section 409A of the Code payable on account of a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee,” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment shall be made or benefit will be paid or commenced to be paid to the Grantee under this Agreement until provided at the date that which is the earlier to occur of (iA) the Grantee’s death or (ii) six months and one day following the Granteeexpiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s termination of employment death (the “Delay Period”). Any payments which Upon the Grantee would otherwise have received during expiration of the Delay Period will Period, all payments and benefits delayed pursuant to this Section 6 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be payable paid or reimbursed to the Grantee Executive in a lump sum on the date that is six months and one day following the effective date of the terminationsum, and any remaining compensation payments and benefits due under the this Agreement shall be paid or provided as otherwise set forth in accordance with the normal payment dates specified for them herein;. (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period All expenses or other reimbursements provided herein shall be within payable in accordance with the sole discretion Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the Company, and taxable year following the Grantee shall have no right (directly or indirectly) to determine the taxable year in which such payment is made. In expenses were incurred by the event a payment period straddles two consecutive calendar yearsExecutive, (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the payment expenses eligible for reimbursement in any other taxable year and (C) the right to reimbursement or in-kind benefits shall not be made in the later of such calendar years;subject to liquidation or exchanged for another benefit. (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for For purposes of Section 409A of the Code; and (e) , the payment Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeseparate and distinct payments.

Section 409A. This Agreement Notwithstanding anything herein to the contrary: (a) As determined by the Company, to the extent any provision herein constitutes a “nonqualified deferred compensation plan” under Section 409A(d)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), which provides benefits to you upon your “separation from service” under Section 409A(a)(2)(A)(i) of the Code, and you are a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then any such payment to you shall not commence prior to the date that is six (6) months after the date of your separation from service and any amounts withheld during such six-month period shall be paid once benefits commence. The right to a series of installment payments hereunder is treated as a right to a series of separate payments. The provisions herein, and plans and arrangements referenced hereunder, are intended to be exempt from or comply with the applicable requirements of Section 409A of the Code and shall be construed, interpreted and administered consistent with such intent. Notwithstanding anything herein to the contrary, any provision hereunder that is inconsistent with Section 409A of the Code may be deemed to be amended to comply with Section 409A of the Code and to the extent such provision cannot be amended to comply therewith, such provision may be null and void. (b) To the extent you are entitled to receive taxable reimbursements and/or in-kind benefits, the following provisions apply: (i) you shall receive such reimbursements and benefits for the period set forth in your Agreement and, if no such period is specified, you shall receive such reimbursements and benefits for the term of your Agreement, (ii) the amount of such reimbursements and benefits you receive in one year shall not affect amounts provided in any other year, (iii) such reimbursements must be made by the last day of the year following the year in which the expense was incurred, and (iv) such reimbursements and benefits may not be liquidated or an exemption thereunder and exchanged for any other reimbursement or benefit. In any event, all such taxable reimbursements shall be construed and interpreted provided in a manner that is consistent exempt from or complies with Section 409A of the requirements for avoiding additional taxes or penalties Code. (c) No acceleration of any payment, including payments made during the Severance Period, shall be permitted if such acceleration would result in you being taxed under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under . (d) Nothing in this Agreement will be interpreted or construed to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A of the Code and in no event shall Code) from you to the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment other individual or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeentity.

Section 409A. This Agreement (a) It is intended to that this Agreement comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent all respects with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A Sections 409A(a)(2) through (4) of the Code and applicable Treasury Regulations and other generally applicable guidance issued thereunder (collectively, the “Applicable Regulations”), and this Agreement shall be interpreted for all purposes in no event shall accordance with this intent. (b) Notwithstanding any term or provision of this Agreement (including any term or provision of the Plan incorporated in this Agreement by reference), the parties hereto agree that, from time to time, the Company may, without prior notice to or consent of the Grantee, amend this Agreement to the extent determined by the Company, in the exercise of its discretion in good faith, to be liable for all necessary or advisable to prevent the inclusion in the Grantee’s gross income pursuant to the Applicable Regulations of any portion compensation intended to be deferred hereunder. The Company shall notify the Grantee as soon as reasonably practicable of any such amendment affecting the Grantee. (c) In the event that the RSU Shares issuable or amounts payable under this Agreement are subject to any taxes, penaltiespenalties or interest under the Applicable Regulations, interest or other expenses that may be incurred by the Grantee on account shall be solely liable for the payment of non-compliance with Section 409A any such taxes, penalties or interest. (d) Except as otherwise specifically provided herein, the time for distribution of the Code. RSU Shares as provided in Sections 4, 5(b) and 5(d) shall not be accelerated or delayed for any reason, unless to the extent necessary to comply with or permitted under the Applicable Regulations. (e) Notwithstanding any term or provision of this Agreement to the contrary, if the Grantee is a specified employee (as defined in Section 409A(a)(2)(B)(i) of the Code) as of the date of his or her termination of employment, then any compensation RSU Shares issuable or benefit amounts payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount Grantee under this Agreement on account of his or benefit that is payable upon a her termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” issued or like terms shall mean a “separation from service;” (b) in the event that any payment paid to the Grantee upon the later of (i) the date such RSU Shares or any benefit hereunder amounts would otherwise be issuable or payable to the Grantee under this Agreement without regard to this Section 10(e) and (ii) the date which is made upon, or as a result of, six months following the date of the Grantee’s termination of employment, and . The preceding sentence shall not apply in the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the event Grantee’s termination of employment (the “Delay Period”)is due to his or her death. Any payments which If the Grantee would otherwise have received should terminate employment for a reason other than his or her death but subsequently die during the Delay Period will be payable to the Grantee six-month period described in a lump sum on the date that is six months and one day following the effective date subclause (ii) of the terminationfirst sentence above, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified six-month period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A end on the date of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the CodeGrantee’s death.

Section 409A. This Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs to be made to the Grantee pursuant to this Agreement is intended to comply with qualify as a “short-term deferral” pursuant to Section 409A 1.409A-1(b)(4) of the Code or an exemption thereunder Regulations and this Agreement shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties consistently therewith. However, under Section 409A certain circumstances, settlement of the Code. Notwithstanding the foregoingPSUs may not so qualify, and in that case, the Company makes no representations that Committee shall administer the payment grant and benefits provided under this Agreement comply with Section 409A settlement of the Code and such PSUs in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-strict compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement Further, notwithstanding anything herein to the contrary, any compensation or benefit payable hereunder that constitutes if at the time of a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a Participant’s termination of employment or services from with the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result ofall Service Recipients, the Grantee’s termination of employment, and the Grantee Participant is a “specified employee” (as that term is defined under in Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such payment termination of service is necessary in order to prevent the imposition of any accelerated or benefit does not otherwise qualify for an applicable exemption from additional tax under Section 409A of the Code, then no the Company will defer the commencement of the payment of any such payment payments or benefit will be benefits hereunder (without any reduction in such payments or benefits ultimately paid or commenced to be paid provided to the Grantee under this Agreement until the date that is the earlier to occur of (iParticipant) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the effective Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the terminationCode), and any remaining compensation and benefits due if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion Section 409A of the Company, Code and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs constitutes a “separate payment payment” for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. This (a) Although the Company does not guarantee the tax treatment of any payments or benefits under this Agreement, the intent of the Parties is that the payments and benefits under this Agreement is intended be exempt from or, to the extent not exempt, comply with with, Section 409A of the Internal Revenue Code or an exemption of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “Section 409A”), and, accordingly, to the maximum extent possible, this Agreement will be interpreted and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Codesuch intent. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code does not guarantee any particular tax result, and in no event shall whatsoever will the Company Company, its affiliates, or their respective officers, directors, employees, counsel or other service providers, be liable for all or any portion of any taxes, penaltiestax, interest or other expenses penalty that may be incurred imposed on Executive by Section 409A or damages for failing to comply with Section 409A, except to the extent that it results from a breach by the Grantee on account Company of non-compliance with this Section 409A 13 or any other provision of the Code. this Agreement. (b) Notwithstanding any other provision of this Agreement to the contrary, to the extent that any compensation reimbursement of expenses constitutes “deferred compensation” subject to Section 409A, such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year. (c) Any other provision of this Agreement to the contrary notwithstanding, in no event will any payment or benefit payable hereunder that constitutes a deferral of compensation under Code “deferred compensation” subject to Section 409A shall be subject to the following:offset by any other amount unless otherwise permitted by Section 409A. (ad) no amount A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefit benefits that is payable constitute “deferred compensation” subject to Section 409A upon or following a termination of employment or services from the Company shall be payable employment, unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A, and and, for purposes of any such provision, all references in the this Agreement to Executive’s “termination”, “termination of employment” or like terms shall will mean a Executive’s “separation from service;” (b) in ” with the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employmentCompany, and the Grantee date of such separation from service will be the date of termination for purposes of any such payment or benefit. (e) Notwithstanding any other provision of this Agreement to the contrary, if, at the time of Executive’s separation from service, Executive is a “specified employee” (as that term is defined under within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i), then the Company will defer the payment or commencement of any “deferred compensation” subject to Section 409A of the Code) at the time the Grantee becomes entitled to that is payable upon separation from service (without any reduction in such payment payments or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be benefits ultimately paid or commenced provided to be paid to the Grantee under this Agreement Executive) until the date that is six (6) months following separation from service or, if earlier, the earlier to occur of earliest other date as is permitted under Section 409A (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee any amounts that otherwise would otherwise have received been paid during the Delay Period this deferral period will be payable to the Grantee paid in a lump sum on the date that is six months and one day following after the effective date expiration of the termination, and any remaining compensation and benefits due under the Agreement shall be paid six (6) month period or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment such shorter period, the actual date of payment within such specified period shall be within the if applicable). The Company will determine in its sole discretion all matters relating to who is a “specified employee” and the application of and effects of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year change in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codedetermination.

Section 409A. This Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the Restricted Share Units (including any dividend rights) to be made to the Recipient pursuant to this Agreement is intended to comply with qualify as a “short-term deferral” pursuant to Section 409A 1.409A-1(b)(4) of the Code or an exemption thereunder Treasury Regulations and this Agreement shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties consistently therewith. However, under Section 409A certain circumstances, settlement of the Code. Notwithstanding the foregoingRestricted Share Units may not so qualify, and in that case, the Company makes no representations that Committee shall administer the payment grant and benefits provided under this Agreement comply with Section 409A settlement of the Code and such Restricted Share Units in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-strict compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement Further, notwithstanding anything herein to the contrary, any compensation or benefit payable hereunder that constitutes a deferral if at the time of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a Recipient’s termination of employment or services from with the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result ofCompany, the Grantee’s termination of employment, and the Grantee Recipient is a “specified employee” (as that term is defined under in Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such payment termination of service is necessary in order to prevent the imposition of any accelerated or benefit does not otherwise qualify for an applicable exemption from additional tax under Section 409A of the Code, then no the Company will defer the commencement of the payment of any such payment payments or benefit will be benefits hereunder (without any reduction in such payments or benefits ultimately paid or commenced to be paid provided to the Grantee under this Agreement until the date that is the earlier to occur of (iRecipient) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the effective Recipient’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the terminationCode), if such payment or benefit is payable upon a termination of employment. Solely for purposes of complying with Section 409A of the Code, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and any remaining compensation and benefits due under the Agreement Recipient shall be paid or provided deemed to have remained employed so long as otherwise set forth herein; (c) whenever a the Recipient has not “separated from service” with the Company. Each payment under this Agreement specifies constitutes a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a “separate payment payment” for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. This (a) To the fullest extent applicable, amounts and other benefits payable under this Agreement are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A of the Code in accordance with one or more of the exemptions available under the Treasury regulations promulgated under Section 409A. In this regard, each such payment that is made in a series of scheduled installments shall be deemed a separate payment for purposes of Section 409A. (b) To the extent that any amounts or benefits payable under this Agreement are or become subject to Section 409A due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation under Section 409A, this Agreement is intended to comply with the applicable requirements of Section 409A of the Code with respect to such amounts or an exemption thereunder and benefits. This Agreement shall be construed interpreted and interpreted administered to the extent possible in a manner that is consistent with the requirements for avoiding additional taxes foregoing statement of intent. (c) Notwithstanding anything in this Agreement or penalties under elsewhere to the contrary, if the Executive is a “Specified Employee” (within the meaning of Section 409A 409A(a)(2)(B)(i) of the Code, as determined by the Company’s Compensation Committee) on the date of his termination of employment, and the Company reasonably determines that any amount or other benefit payable under this Agreement on account of the Executive’s separation from service, within the meaning of Section 409A(a)(2)(A)(i) of the Code, constitutes nonqualified deferred compensation that will violate the requirements of Section 409A(a)(2) if paid or provided at the time specified in the Agreement, then the payment or provision thereof shall be postponed to the first business day of the seventh month following the date of termination or, if earlier, the date of the Executive’s death (the “Delayed Payment Date”), and the remaining amounts or benefits shall be paid at the times otherwise provided under the Agreement. Notwithstanding The Company and the foregoingExecutive may agree to take other actions to avoid a violation of Section 409A at such time and in such manner as permitted under Section 409A. If this Section 15(c) requires a delay of any payment, such payment shall be accumulated and paid in a single lump sum on the Delayed Payment Date together with interest for the period of delay, compounded monthly, equal to the prime rate as set forth in the Eastern edition of the Wall Street Journal on the date of termination. If a benefit subject to the delayed payment rules of this Section 15(c) is to be provided other than by the payment of money to the Executive, then the provision of such benefit prior to the Delayed Payment Date is conditioned on pre-payment by the Executive to the Company of the full taxable value of the benefit and following the Delayed Payment Date, the Company makes no representations that shall repay the payment and benefits provided under Executive for the payments made by the Executive pursuant to the terms of this Agreement comply with Section 409A sentence which would otherwise not have been required of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Executive. (d) Notwithstanding any provision of this Agreement to the contrary, the time of payment of any compensation performance shares that are subject to Section 409A as “nonqualified deferred compensation” and that vest pursuant to this Agreement shall not be accelerated unless such acceleration complies with the requirements of Section 409A of the Code, as determined pursuant to applicable guidance issued thereunder. If the payment of vested performance shares cannot be accelerated pursuant to this provision, payment shall include interest for the period of delay, compounded monthly, equal to the prime rate as set forth in the Eastern edition of the Wall Street Journal on the date when payment of the vested performance shares would otherwise have been made. (e) The Executive’s date of termination for purposes of determining the date that any payment or benefit payable hereunder that constitutes a deferral of is treated as nonqualified deferred compensation under Code Section 409A is to be paid or provided (or in determining whether an exemption to such treatment applies), and for purposes of determining whether the Executive is a “Specified Employee” on the date of termination, shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from date on which the Company shall be payable unless such termination also meets the requirements of Executive has incurred a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A(a)(2)(A)(i) and applicable guidance thereunder. (f) To the extent the Company is required pursuant to this Agreement to reimburse expenses incurred by the Executive, and references in the Agreement such reimbursement obligation is subject to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no the Company shall reimburse any such eligible expenses by the end of the calendar year next following the calendar year in which the expense was incurred, subject to any earlier required deadline for payment or benefit otherwise applicable under this Agreement; provided, however, that the following sentence shall apply to any tax gross-up payment (if applicable) to the extent subject to Section 409A. Any such tax gross-up payment will be paid or commenced to be paid to made by the Grantee under this Agreement until end of the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day calendar year next following the Grantee’s termination of employment (the “Delay Period”). Any payments calendar year in which the Grantee would otherwise have received during Executive remits the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the terminationrelated taxes, and any remaining compensation and benefits required reimbursement of expenses incurred due under to a tax audit or litigation addressing the Agreement shall existence or amount of a tax liability will be paid made by the end of the calendar year next following the calendar year in which the taxes that are the subject of the audit or provided litigation are remitted to the taxing authority, or where as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment periodresult of such audit or litigation no taxes are remitted, the actual date of payment within such specified period shall be within the sole discretion end of the Company, and calendar year next following the Grantee shall have no right (directly or indirectly) to determine the calendar year in which such audit is completed or there is a final and nonappealable settlement or other resolution of the litigation, in each case subject to any earlier required deadline for payment is made. otherwise applicable under this Agreement, In addition, to the event a payment period straddles two consecutive calendar yearsextent subject to Section 409A, the payment right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit, notwithstanding any contrary provision of this Agreement. (g) To the extent the Company is required pursuant to this Agreement to provide continued employee benefits following termination of employment, the provision of such benefits shall be made structured in a manner that complies with Section 409A. Any offset of the Company’s obligation to provide benefits under this Agreement as a result of the provision of benefits pursuant to a subsequent employer’s benefit plans, and any offset of the Company’s obligation to provide severance or termination pay under other agreements or arrangements as a result of the provision of pay and benefits under this Agreement, shall be structured in a manner that does not result in a change in the later time or form of such calendar years;payment of non-qualified deferred compensation that violates Section 409A. (dh) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed The Executive consents to be a separate payment bound by the terms of the Supplemental Retirement Income Benefit Plan as amended by the Company for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.409A.”

Section 409A. This Agreement is intended (a) The parties intend that this agreement and the payments and benefits provided hereunder be interpreted and construed to be exempt from or to otherwise comply with Section 409A of the U.S. Internal Revenue Code or an exemption of 1986, as amended, and the regulations and guidance promulgated thereunder and shall be construed and interpreted in a manner that is consistent with (collectively, “Code Section 409A”), to the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Codeextent applicable thereto. Notwithstanding any provision of this Agreement agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A this agreement shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from interpreted and construed consistent with this intent. Although the Company shall intends to administer this agreement so that it will be payable unless such termination also meets exempt from or otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this agreement will be exempt from or otherwise comply with Code Section 409A. Neither the Company or any of its affiliates, nor any of their respective directors, officers, managers, employees or advisers shall be liable to you (or any other individual claiming a “separation from service” under Treasury Regulation benefit through you) for any tax, interest, or penalties you might owe as a result of this agreement or otherwise. To the extent that any provision hereof is modified in order to comply with Code Section 1.409A-1(h)409A, such modification shall be made in good faith and references in shall, to the Agreement maximum extent reasonably possible, maintain the original intent and economic benefit to “termination”, “termination you and the Company of employment” or like terms shall mean a “separation from service;”the applicable provision. (b) Notwithstanding any provision of this agreement to the contrary, in the event that any payment to the Grantee you or any benefit hereunder is made upon, or as a result of, the Grantee’s of your termination of employment, and the Grantee is you are a “specified employee” (as that term is defined under Code Section 409A of the Code409A) at the time the Grantee becomes you become entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Code Section 409A of the Code409A, then no such payment or benefit will shall be paid or commenced to be paid to the Grantee you under this Agreement agreement until the date that is the earlier to occur of of: (i) the Grantee’s death your death, or (ii) six (6) months and one (1) day following the Grantee’s your termination of employment (the “Delay Period”). Any payments which the Grantee you would otherwise have received during the Delay Period will shall be payable to the Grantee you (without interest) in a lump sum on the date that is six (6) months and one (1) day following the effective date of the termination. A termination of employment shall not be deemed to have occurred for purposes of any provision of this agreement providing for the payment of any amounts or benefits that constitute “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, and for purposes of any remaining compensation and benefits due under such provision of this agreement, references to a “ termination of employment,” “terminate your employment” or like terms shall mean “separation from service” within the Agreement shall be paid or provided as otherwise set forth herein;meaning of Code Section 409A. (c) whenever a payment To the extent that reimbursements or other in-kind benefits under this Agreement specifies a payment periodagreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly all expenses or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year In which such expenses were incurred by you, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed expenses eligible for reimbursement, or in-kind benefits to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of provided, in any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeother taxable year.

Section 409A. (a) This Agreement is intended shall be interpreted to comply with avoid any penalty sanctions under Section 409A of the Internal Revenue Code (the “Code”). If any payment or an exemption thereunder and shall benefit cannot be construed and interpreted in a manner that is consistent with provided or made at the requirements for avoiding additional taxes or penalties time specified herein without incurring sanctions under Section 409A of the Code, then such benefit or payment shall be provided in full (to extent not paid in part at earlier date) at the earliest time thereafter when such sanctions will not be imposed. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with For purposes of Section 409A of the Code Code, all payments to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” (within the meaning of such term under Section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, and in the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the Company be liable for all Executive, directly or any portion indirectly, designate the calendar year of any taxespayment, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with except as permitted under Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation in no event shall the timing of the Executive’s execution of the Release, directly or benefit payable hereunder indirectly, result in the Executive designating the calendar year of payment, and if a payment that constitutes a deferral is subject to execution of compensation under Code Section 409A the Release could be made in more than one taxable year, payment shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references made in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;”later taxable year. (b) in the event that any payment Notwithstanding anything herein to the Grantee or any benefit hereunder is made uponcontrary, or as a result ofif, at the Granteetime of the Executive’s termination of employmentemployment with the Company, Parent or the Company has securities which are publicly traded on an established securities market and the Grantee Executive is a “specified employee” (as that such term is defined under in Section 409A of the Code) at and it is necessary to postpone the time the Grantee becomes entitled commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any such payment accelerated or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from additional tax under Section 409A of the Code, then no the Company will postpone the commencement of the payment of any such payment payments or benefit will be benefits hereunder (without any reduction in such payments or benefits ultimately paid or commenced to be paid provided to the Grantee Executive) that are not otherwise paid within the “short-term deferral exception” under this Agreement Treas. Reg. §1.409A-l(b)(4), and the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on occurs after the date that is six months and one day following the effective Executive’s “separation of service” (as such term is defined under code Section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is six months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of Section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein;Executive’s death. (c) whenever a payment All reimbursements and in-kind benefits provided under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made or provided in accordance with the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes requirements of Section 409A of the Code; and , including, where applicable, the requirement that (eA) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (B) the payment amount of any compensation expenses eligible for reimbursement, or benefit in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be accelerated except to provided, in any other calendar year, (C) the extent permitted by Section 409A reimbursement of an eligible expense will be made on or before the last day of the Codecalendar year following the year in which the expense is incurred and (D) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. This Agreement Agreement, including the right to receive Stock upon achievement of the Performance Criteria and satisfaction of the conditions in Section 1, is intended to comply with Section be exempt from the requirements of section 409A of the Code or an pursuant to the short-term deferral exemption thereunder thereunder, and this Agreement, including the right to receive Stock upon the achievement of the Performance Criteria and satisfaction of the conditions in Section 1, shall be construed and interpreted in on a manner that is basis consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Codesuch intent. Notwithstanding any provision of in this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and if the Grantee is a “specified employee” (as that term is defined under Section in section 409A of the Code) at and it is necessary to postpone the time the Grantee becomes entitled commencement of any payments otherwise payable under this Agreement to prevent any such payment accelerated or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section additional tax under section 409A of the Code, then no such the Company will postpone the payment or benefit will be paid or commenced until five (5) days after the end of the six-month period following the Grantee’s “separation from service” (as defined under section 409A of the Code). If the Grantee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the Grantee under this Agreement until the date that is the earlier to occur personal representative of (i) the Grantee’s death or (ii) six months and one day following estate within 60 days after the date of the Grantee’s termination death. The determination of employment (who is a specified employee, including the “Delay Period”)number and identity of persons considered specified employees and the identification date, shall be made by the Committee in accordance with the provisions of sections 416(i) and 409A of the Code. Any payments which In no event shall the Grantee would otherwise have received during Grantee, directly or indirectly, designate the Delay Period calendar year of payment. Notwithstanding any provision in this Agreement to the contrary, in the event of a Change in Control Termination, if the Change in Control does not constitute a change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Company under section 409A of the Code and if required by section 409A of the Code, payment will be payable to the Grantee in a lump sum made on the date that is six months and one day following the effective date on which payment would have been made had there been no Change in Control. For purposes of section 409A of the terminationCode, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a each payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within treated as a separate payment. This Agreement may be amended without the sole discretion consent of the Company, and Grantee in any respect deemed by the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed Committee to be a separate payment for purposes of Section necessary in order to preserve compliance with section 409A of the Code; and (e) the payment of any compensation Code or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeother applicable law.

Section 409A. This Agreement is intended to comply with Section 409A (a) The intent of the Code or an exemption thereunder and shall be construed and interpreted in a manner parties is that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment payments and benefits provided under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and in no event shall the Company be liable for guidance issued thereunder (“Section 409A”) and, accordingly, to the maximum extent permitted, all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Founder is hereby advised to seek independent advice from her tax advisor(s) with respect to any payments or benefits under this Agreement. Notwithstanding the foregoing, the Company does not guarantee the tax treatment of any payments or benefits provided under this Agreement, whether pursuant to the contraryCode, any compensation federal, state, local or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following:foreign tax laws and regulations. (ab) no amount or benefit that If the Founder is payable upon a deemed on the date of termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a her “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in with the Agreement Company to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is be a “specified employee” (as that term is defined under ”, each within the meaning of Section 409A of the Code409A(a)(2)(B) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no with regard to any payment or the providing of any benefit under this Agreement, and any other payment or the provision of any other benefit, in any such case that is required to be delayed in compliance with Section 409A(a)(2)(B) of the Code, such payment or benefit will shall not be paid made or commenced to be paid provided prior to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Granteeexpiration of the six-month period measured from the date of the Founder’s death separation from service, or (ii) six months the date of the Founder’s death, if and one to the extent such six-month delay is required to comply with Section 409A(a)(2)(B) of the Code. In such event, on or promptly after the first business day following the Grantee’s termination six-month-delay period, all payments delayed pursuant to this Section 21 (whether they would have otherwise been payable in a single sum or in installments in the absence of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will such delay) shall be payable paid or reimbursed to the Grantee Founder in a lump sum on the date that is six months and one day following the effective date of the terminationsum, and any remaining compensation payments and benefits due under the this Agreement shall be paid or provided as otherwise set forth in accordance with the normal payment dates specified for them herein; (c) whenever a . To the extent applicable, if payment of an amount under this Agreement specifies a could be paid in one of two calendar years subject to the delivery of the Release in accordance with Section 8(a), and it is determined that payment periodof such amount in the earlier of such two years could constitute noncompliance with Section 409A, the actual date of payment within then such specified period amount shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made paid in the later of such calendar years;two years and otherwise in accordance with the applicable payment schedule provided for under this Agreement (subject to earlier payment upon the Founder’s death in accordance with the first sentence of this Section 21(b)). (dc) each separately identified If under this Agreement, an amount and is to be paid in installments, each installment payment to which the Grantee is entitled to payment shall be deemed to be treated as a separate payment for purposes of Treasury Regulation Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code1.409A-2(b)(2)(iii).

Section 409A. (a) This Agreement is intended to comply with Section section 409A of the Code and its corresponding regulations, or an exemption thereunder exemption, and shall payments may only be construed made under this Agreement upon an event and interpreted in a manner that permitted by section 409A of the Code, to the extent applicable. Severance benefits under this Agreement are intended to be exempt from section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, to the extent required by section 409A of the Code, if the Executive is consistent with considered a “specified employee” for purposes of section 409A of the requirements Code and if payment of any amounts under this Agreement is required to be delayed for avoiding additional taxes or penalties a period of six months after separation from service pursuant to section 409A of the Code, payment of such amounts shall be delayed as required by section 409A of the Code, and the accumulated amounts shall be paid in a lump sum payment within ten days after the end of the six-month period. If the Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. (b) All payments to be made upon a termination of employment under Section this Agreement may only be made upon a “separation from service” under section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A For purposes of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section section 409A of the Code, each payment hereunder shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section section 409A of the Code, then no such and if a payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier subject to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date execution of the terminationRelease could be made in more than one taxable year, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years;taxable year. (dc) each separately identified amount All reimbursements and each installment payment to which the Grantee is entitled to payment in-kind benefits provided under this Agreement shall be deemed to be a separate payment for purposes made or provided in accordance with the requirements of Section section 409A of the Code; and , including, where applicable, the requirement that (ei) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the payment amount of any compensation expenses eligible for reimbursement, or benefit in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be accelerated except to provided, in any other calendar year, (iii) the extent permitted by Section 409A reimbursement of an eligible expense will be made no later than the last day of the Codecalendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. This Agreement a) It is intended to that this Agreement will comply with Section 409A of the Code or an exemption thereunder (“Section 409A”), to the extent the Agreement is subject thereto, and the Agreement shall be construed and interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that is consistent with preserves the requirements for avoiding additional taxes or penalties under Section 409A original intent of the Codeparties to the extent reasonably possible. Notwithstanding the foregoing, No action or failure to act pursuant to this Section 16 shall subject the Company makes no representations that the payment to any claim, liability, or expense, and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all shall not have any obligation to indemnify or any portion of otherwise protect Executive from the obligation to pay any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with penalties pursuant to Section 409A of the Code. 409A. b) Notwithstanding any provision of this Agreement to the contrarycontrary in this Agreement, if the Executive is deemed on the date of [his/her] “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount payment or benefit that is considered deferred compensation under Section 409A payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements on account of a “separation from service” under Treasury Regulation that is required to be delayed pursuant to Section 1.409A-1(h409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from shall be delayed until the relevant date of payment that will result in compliance with the rules of Section 409A 409A(a)(2)(B)(i) of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment . (the “Delay Period”). Any payments which Upon the Grantee would otherwise have received during expiration of the Delay Period will Period, all payments and benefits delayed pursuant to this Section 16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be payable paid or reimbursed to the Grantee Executive in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation payments and benefits due under the this Agreement shall be paid or provided as otherwise set forth in accordance with the normal payment dates specified for them herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. This Award Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding anything to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, (a) a Grantee shall not be considered to have terminated Continuous Service and no payment or benefit shall be due to the Grantee under this Award Agreement until the Grantee would be considered to have incurred a “separation from service” from the Company and the Related Entities within the meaning of Section 409A of the Code and (b) if the Grantee is a “specified employee” (as defined in Section 409A of the Code), amounts that would otherwise be payable and benefits that would otherwise be provided due to the Grantee’s separation from service under this Award Agreement during the six-month period immediately following the Grantee’s separation from service shall instead be paid or provided on the first business day after the date that is six months following the Grantee’s separation from service (or, if earlier, on the date of the Grantee’s death or such earlier date as may be permitted under Section 409A of the Code). Notwithstanding the foregoing, the Company makes no representations that the payment payments and benefits provided under this Award Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. This Agreement is intended Notwithstanding anything to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted contrary in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable or elsewhere (except for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision paragraph 3(d) of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(hAgreement), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is if you are a “specified employee” (as that term is defined under determined pursuant to Section 409A as of the Codedate of your Separation From Service and if any payment, benefit or entitlement provided for in this Agreement or otherwise both (x) at constitutes a “deferral of compensation” within the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from meaning of Section 409A of the Code, then no such payment or benefit will and (y) cannot be paid or commenced provided in a manner otherwise provided herein or otherwise without subjecting you to be paid to the Grantee additional tax, interest or penalties under this Agreement until the date Section 409A, then any such payment, benefit or entitlement that is payable during the earlier to occur of (i) the Grantee’s death or (ii) first six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement your Separation From Service shall be paid or provided as otherwise set forth herein; (c) whenever to you in a payment under this Agreement specifies cash lump-sum on the earlier of your death or the first business day 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 payment period, the actual date termination of payment within such specified period shall be your employment that represents a “deferral of compensation” within the sole discretion meaning of the CompanySection 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, and the Grantee shall have no right (directly or indirectly) to determine the year in which case any reference to “Date of Termination” in connection with such payment is made. In the event a payment period straddles two consecutive calendar yearspayment, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment benefit or entitlement shall be deemed to be a separate reference to “Separation From Service” and the actual payment for purposes date within the time specified in the applicable provision of paragraphs 5, 6, 7, 8 or 9 shall be within the Company’s sole discretion. Notwithstanding anything to the contrary in this Agreement or otherwise, any payment or benefit under this Agreement or otherwise which is exempt from Section 409A of the Code; and pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v)(A) or (eC) the payment of any compensation shall be paid or benefit may not be accelerated except provided to you only to the extent permitted by Section 409A 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 which your Separation From Service occurs; and provided further that the CodeCompany 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 extent that the provision of any benefit pursuant to paragraph 5(f), paragraph 8(f) or paragraph 9(d) hereof is taxable to you, any such reimbursement 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 and such reimbursement shall not be subject to liquidation or exchange for any other benefit.

Section 409A. This Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the RSUs (including any dividend equivalent rights) to be made to the Participant pursuant to this Agreement is intended to comply with qualify as a “short-term deferral” pursuant to Section 409A 1.409A-1(b)(4) of the Code or an exemption thereunder Regulations and this Agreement shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties consistently therewith. However, under Section 409A certain circumstances, settlement of the Code. Notwithstanding the foregoingRSUs or any dividend equivalent rights may not so qualify, and in that case, the Company makes no representations that Administrator shall administer the payment grant and benefits provided under this Agreement comply with Section 409A settlement of the Code such RSUs and any dividend equivalent rights in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-strict compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement Further, notwithstanding anything herein to the contrary, any compensation or benefit payable hereunder that constitutes if at the time of a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a Participant’s termination of employment or services from with the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result ofits Affiliates, the Grantee’s termination of employment, and the Grantee Participant is a “specified employee” (as that term is defined under in Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such payment termination of service is necessary in order to prevent the imposition of any accelerated or benefit does not otherwise qualify for an applicable exemption from additional tax under Section 409A of the Code, then no the Company will defer the commencement of the payment of any such payment payments or benefit will be benefits hereunder (without any reduction in such payments or benefits ultimately paid or commenced to be paid provided to the Grantee under this Agreement until the date that is the earlier to occur of (iParticipant) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the effective Participant’s termination of employment with the Company and its Affiliates (or the earliest date as is permitted under Section 409A of the terminationCode), and any remaining compensation and benefits due if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion Section 409A of the Company, Code and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment Participant shall be deemed to be have remained employed so long the Participant has not “separated from service” with the Company, its Affiliates or any of their Successors. Each payment of RSUs (and related dividend equivalent rights) constitutes a “separate payment payment” for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. This It is the intent of this Agreement is intended that no payment to comply with the Executive shall result in nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations and applicable guidance promulgated thereunder. However, in the event that all, or an exemption thereunder and shall a portion, of the payments set forth in this Agreement meet the definition of nonqualified deferred compensation, the Company intends that such payments be construed and interpreted made in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply complies with Section 409A of the Code and in no event any guidance issued thereunder. The Company shall the Company be liable for take all or necessary steps to fulfill this intent, including, but not limited to, making any portion of any taxes, penalties, interest or other expenses that amendments to this Agreement as may be incurred by necessary to comply with the Grantee on account provisions of non-compliance with Section 409A of the Code. Notwithstanding any provision In addition, the following delay of this Agreement to payment will not in and of itself constitute a violation of the contrary, any compensation deferral or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the distribution requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at Code so long as such delay is based on the time the Grantee becomes entitled to any such payment or benefit, and provided further Company’s reasonable understanding that such payment would violate U.S. federal securities laws or benefit does other applicable laws; provided payment shall be made at the earliest date at which the Company reasonably anticipates making the payment will not cause such violation. Payment or reimbursement of any expenses incurred by Executive pursuant to this Agreement, if any, other than reimbursements that would otherwise qualify for an applicable exemption be exempt from income or the application of Code Section 409A 409A, shall be made promptly and in no event later than December 31 of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day year following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such expenses were incurred, and the amount of such expenses eligible for payment is madeor reimbursement, or in-kind benefits provided, in any year shall not affect the amount of such expenses eligible for payment or reimbursement, or in-kind benefits to be provided, in any other year, except for any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b). In the event a payment period straddles two consecutive calendar yearsAdditionally, the payment any right to expense reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of this Agreement, phrases like “termination of employment,” “termination of Executive’s employment,” “Executive terminates her employment”, and similar phrases shall be made in interpreted to comply with the later requirements of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Code Section 409A of and the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the CodeTreasury regulations and applicable guidance promulgated thereunder.

Section 409A. This It is the Company’s intent that payments and benefits under this Agreement is intended to be exempt from, or comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under with, Section 409A of the Code, and the regulations and guidance promulgated thereunder (“Section 409A”), and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in accordance therewith. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement anything contained herein to the contrary, the Consultant shall not be considered to have terminated service with the Company for purposes of any compensation or benefit payable hereunder that constitutes a deferral of compensation payments under Code this Agreement which are subject to Section 409A shall until the Consultant would be subject considered to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of have incurred a “separation from service” under Treasury Regulation from the Company within the meaning of Section 1.409A-1(h), and references in the Agreement 409A. Each amount to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced benefit to be paid to the Grantee provided under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided construed as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate identified payment for purposes of Section 409A, and any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to the Consultant under this Agreement shall be paid to the Consultant on or before the last day of the Code; and year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (eand in-kind benefits provided) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments described in this Agreement shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. The Consultant shall be solely responsible for the payment of any compensation or benefit may not be accelerated except to the extent permitted by taxes and penalties incurred under Section 409A of the Code.409A.

Section 409A. This Award Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent accordance with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of in this Award Agreement to the contrary, any if a payment is deemed to be deferred compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will may only be paid or commenced to be paid to the Grantee made under this Award Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months upon an event and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent manner permitted by Section 409A of the Code. If a payment is not made by the designated payment date under this Award Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. In no event may the Participant, directly or indirectly, designate the calendar year of payment. A termination of service shall not be deemed to have occurred for purposes of any provision of this Award Agreement providing for the payment of any amounts or benefits upon or following a termination of service that are considered “nonqualified deferred compensation” under Section 409A of the Code unless such termination is also a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this award Agreement, references to a “termination,” “termination of employment,” “Termination of Service” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Award Agreement, no amounts payable to the Participant under this Award Agreement shall be paid to the Participant prior to the expiration of the 6-month period following the Participant’s “separation from service” if the Company determines that paying such amounts at the time or times indicated in this Award Agreement would be a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such 6-month period, the Company shall pay the Participant a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Participant during such 6-month period.

Section 409A. This Agreement is Agreement, and the deferral election attached hereto as Appendix 1, are intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. 409A. Notwithstanding the foregoing, the Company makes no representations that the payment payments and benefits provided under this Agreement or any deferral election comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee Participant on account of non-compliance with Section 409A. Notwithstanding anything in this Agreement or any deferral election to the contrary, this Agreement or any deferral election may be amended, as reasonably requested by the Company, and as may be necessary to fully comply with Section 409A and all related rules and regulations in order to preserve the payments and benefits provided hereunder. A termination of the Code. Notwithstanding Continuous Service shall not be deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, payment of any amounts or benefits that constitute nonqualified deferred compensation upon or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon following a termination of employment or services from the Company shall be payable Continuous Service unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, termination of Continuous Service,” “termination of employment,” or like terms shall mean a “separation from service;” (b) .” Notwithstanding anything to the contrary in the event that any Agreement, if Participant is deemed a "specified employee" within the meaning of Section 409A, as determined by the Committee, at a time when Participant becomes eligible for settlement or payment to of the Grantee or any benefit hereunder is made upon, or Performance Restricted Stock Units as a result ofof their Separation from Service, then to the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined extent necessary to prevent any accelerated or additional tax under Section 409A of the Code) at the time the Grantee becomes entitled to any 409A, such settlement or payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement delayed until the date that is the earlier to occur of of: (ia) the Grantee’s death or (ii) six months and one business day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months following Participant’s Separation from Service and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (cb) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the CodeParticipant’s death.

Section 409A. This a. Notwithstanding any provision of this Agreement is to the contrary, all provisions of this Agreement are intended to be exempt from, or comply with with, Section 409A of the Internal Revenue Code or an exemption of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “Section 409A”), and, accordingly, to the maximum extent possible, this Agreement will be interpreted and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Codesuch intent. Notwithstanding the foregoing, the Company makes no representations that this Agreement or the payment and benefits payments provided under this Agreement comply complies with or is exempt from the requirements of Section 409A of the Code 409A, and in no event shall whatsoever will the Company or any of its affiliates or subsidiaries, or any of their respective officers, directors, employees, counsel or other service providers, be liable for all or any portion of any taxes, penaltiestax, interest or other expenses penalty that may be imposed on Employee by Section 409A or damages for failing to comply with Section 409A. b. Notwithstanding any provision in this Agreement to the contrary, (i) if any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of (A) the date of Employee’s death or (B) the date that is six (6) months after the Transition Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date; and (ii) to the extent any payment hereunder constitutes “nonqualified deferred compensation” within the meaning of Section 409A, then each such payment which is conditioned upon Employee’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year shall be paid or provided in the later of the two taxable years. c. For purposes of Section 409A, Employee’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment will at all times be considered a separate and distinct payment. Whenever a payment hereunder specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. d. To the extent that reimbursements or other in-kind benefits hereunder constitute “nonqualified deferred compensation” subject to Section 409A, (i) all expenses or other reimbursements hereunder will be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee, (ii) any right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year will in any way affect the Grantee on account of nonexpenses eligible for reimbursement, or in-compliance with Section 409A of the Code. kind benefits to be provided, in any other taxable year. e. Notwithstanding any provision of this Agreement to the contrary, in no event will any compensation payment or benefit payable hereunder that constitutes a deferral of compensation under Code “deferred compensation” subject to Section 409A shall be subject to offset by any other amount unless otherwise permitted by Section 409A. f. A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the following: (a) no amount payment of any amounts or benefit benefits that is payable constitute “deferred compensation” subject to Section 409A upon or following a termination of employment or services from the Company shall be payable employment, unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A, and and, for purposes of any such provision, all references in the this Agreement to Employee’s “termination”, “termination of employment” or like terms shall will mean a Employee’s “separation from service;” (b) in ” with the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employmentCompany, and the Grantee is a “specified employee” (as that term is defined under Section 409A date of such separation from service will be the Code) at the time the Grantee becomes entitled to date of termination for purposes of any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.[Signature Page Follows]

Section 409A. This Agreement is intended Notwithstanding anything herein to comply with Section 409A the contrary, (i) if at the time of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent your termination of employment with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoingCompany, the Company makes no representations that the payment and benefits provided under this Agreement comply with you are a “specified employee” as defined in Section 409A of the Code and the applicable guidance and regulations thereunder (collectively, “Section 409A”), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in no event shall order to prevent any accelerated or additional tax under Section 409A, then the Company be liable for all or any portion will defer the commencement of the payment of any taxes, penalties, interest such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to you) until the first business day to occur following the date that is six (6) months following your termination of employment with the Company (or the earliest date as is permitted under Section 409A); and (ii) if any other payments of money or other expenses that may benefits due to you hereunder could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be incurred deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Grantee on account of non-compliance with Section 409A Company’s Board of the CodeDirectors, that does not cause such an accelerated or additional tax. In the event that payments under this Agreement are deferred pursuant to this Section 15 in order to prevent any accelerated tax or additional tax under Section 409A, then such payments shall be paid at the time specified under this Section 15 without any interest thereon. The Company shall consult with you in good faith regarding the implementation of this Section 15; provided, that neither the Company nor any of its employees or representatives shall have any liability to you with respect thereto. Notwithstanding anything to the contrary herein, to the extent required by Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, any compensation payment of amounts or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount benefits upon or benefit that is payable upon following a termination of employment or services from the Company shall be payable unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “resignation,” “termination”, ,” “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any . For purposes of Section 409A, each payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until shall be designated as a “separate payment” within the date that is meaning of the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable Section 409A. Notwithstanding anything to the Grantee in a lump sum on the date that is six months and one day following the effective date of the terminationcontrary herein, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A 409A, (A) the amount of expenses eligible for reimbursement or in-kind benefits provided to you during any calendar year will not affect the amount of expenses eligible for reimbursement or in- kind benefits provided to you in any other calendar year; (B) the reimbursements for expenses for which you are entitled to be reimbursed shall be made on or before the last day of the Codecalendar year following the calendar year in which the applicable expense is incurred; and (C) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A. This (a) Notwithstanding anything herein to the contrary, this Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption thereunder from Section 409A. The Company shall undertake to administer, interpret, and shall be construed and interpreted construe this Agreement in a manner that is consistent with does not result in the requirements for avoiding imposition on Key Employee of any additional taxes tax, penalty, or penalties interest under Section 409A of the Code. Notwithstanding the foregoing409A; provided, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code and however, in no event shall the Company be liable to Key Employee for all or any portion of with respect to any taxes, penalties, penalties or interest or other expenses that which may be incurred by the Grantee on account imposed upon Key Employee pursuant to Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of non-compliance with Section 409A 409A. (b) A termination of the Code. Notwithstanding employment shall not be deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, payment of any compensation amounts or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount benefits upon or benefit that is payable upon following a termination of employment or services from the Company shall be payable unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean a “separation from service;.” (bc) Notwithstanding anything herein to the contrary, in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee Key Employee is a “specified employee” (as within the meaning of that term under Section 409A(a)(2)(B) of the Internal Revenue Code, then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is defined considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the Code) at extent necessary to avoid the time the Grantee becomes entitled to any such payment or benefitimposition of excise taxes under Section 409A, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment shall be made or benefit will be paid or commenced to be paid to the Grantee under this Agreement until provided at the date that which is the earlier to occur of (iA) the Granteeexpiration of the six (6)-month period measured from the date of such “separation from service” of Key Employee or (B) the date of Key Employee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which Upon the Grantee would otherwise have received during expiration of the Delay Period will Period, all payments and benefits delayed pursuant to this Section 6.2 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be payable paid or reimbursed to the Grantee Key Employee in a lump sum on the date that is six months and one day following the effective date of the terminationwithout interest, and any remaining compensation payments and benefits due under the this Agreement shall be paid or provided as otherwise set forth in accordance with the normal payment dates specified for them herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. This (a) The intent of the parties is that payments and benefit under this Separation Agreement is intended to comply with or be exempt from Section 409A of and, accordingly, to the Code or an exemption thereunder and maximum extent permitted, this Separation Agreement shall be construed and interpreted to be in a manner that is consistent with compliance therewith or exempt therefrom, as applicable. If any other payments of money or other benefits due to the requirements for avoiding Employee hereunder could cause the application of an accelerated or additional taxes or penalties tax under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations may (i) adopt such amendments to the Separation Agreement, including amendments with retroactive effect, that the payment and Company determines necessary or appropriate to preserve the intended tax treatment of the benefits provided under this by the Separation Agreement and/or (ii) take such other actions as the Company determines necessary or appropriate to comply with the requirements of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of this Separation Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A of the Code and in no event shall the Company be liable for all upon or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon following a termination of employment or services from the Company shall be payable employment, unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Separation Agreement relating to any such payments or benefits, and references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean “separation from service.” If the Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then, notwithstanding any other provision herein, with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Section 409A payable on account of a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee,” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does shall not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment be made or benefit will be paid or commenced to be paid provided prior to the Grantee under this Agreement until the date that which is the earlier to occur of (iA) the Granteeexpiration of the six-month period measured from the date of such “separation from service” of the Employee, and (B) the date of the Employee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which Upon the Grantee would otherwise have received during expiration of the Delay Period will Period, all payments and benefits delayed pursuant to this Section 19(b) (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such delay) shall be payable paid or reimbursed to the Grantee Employee in a lump sum on the date that is six months and one first business day following the effective date of the terminationDelay Period, and any remaining compensation payments and benefits due under the this Separation Agreement shall be paid or provided as otherwise set forth in accordance with the normal payment dates specified for them herein;. (ci) whenever All expenses or other reimbursements as provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event any reimbursements that are non-qualified deferred compensation subject to Section 409A of the Code shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee; (ii) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. (d) For purposes of Section 409A, the Employee’s right to receive any installment payments pursuant to this Separation Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Separation Agreement specifies a payment periodperiod with reference to a number of days (e.g., “payment shall be made within thirty days following the date of termination”), the actual date of payment within such the specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and. (e) Nothing contained in this Separation Agreement shall constitute any representation or warranty by the payment Company regarding compliance with Section 409A. The Company has no obligation to take any action to prevent the assessment of any compensation additional income tax, interest or benefit may penalties under Section 409A on any person and the Company, its subsidiaries and affiliates, and each of their employees and representatives shall not be accelerated except have any liability to the extent permitted by Section 409A of the CodeEmployee with respect thereto.

Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted Notwithstanding anything in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit benefits payable hereunder under this Agreement that constitutes a deferral “nonqualified deferred compensation” (“Deferred Compensation”) within the meaning of compensation under Code Section 409A shall be subject to of the following: Internal Revenue Code of 1986, as amended (a) no amount or benefit that the “Code”), and which is designated under this Agreement as payable upon a your termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a only upon your “separation from service” with the Company within the meaning of Section 409A of the Code (a “Separation from Service”) and, except as otherwise provided under Treasury Regulation Section 1.409A-1(h)this paragraph, and references any such compensation or benefits shall not be paid, or, in the Agreement to “termination”case of installments, “termination of employment” or like terms shall mean a “separation not commence payment, until the sixtieth (60th) day following your Separation from service;” (b) in the event that Service. Notwithstanding any payment provision herein to the Grantee or any benefit hereunder is made uponcontrary, or as a result of, if you are deemed by the Grantee’s termination Company at the time of employment, and the Grantee is your Separation from Service to be a “specified employee” (as that term is defined under for purposes of Section 409A 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which you are entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) at of the time Code, such portion of your benefits shall not be provided to you prior to the Grantee becomes entitled earlier of (i) the expiration of the six-month period measured from the date of your Separation from Service with the Company or (ii) the date of your death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to any such payment the preceding sentence shall be paid in a lump sum to you (or benefityour estate or beneficiaries), and any remaining payments due to you under this Agreement shall be paid as otherwise provided further herein. To the extent that such payment or benefit does not otherwise qualify for an applicable exemption from any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code, then no any such payment or benefit will be paid or commenced reimbursements payable to you shall be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date you no later than December 31 of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine year following the year in which such payment is made. In the event a payment period straddles two consecutive calendar yearsexpense was incurred, the payment amount of expenses reimbursed in one year shall be made not affect the amount eligible for reimbursement in the later of such calendar years; (d) each separately identified amount any subsequent year, and each installment payment your right to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may reimbursement under this Agreement will not be accelerated except subject to the extent permitted by Section 409A of the Codeliquidation or exchange for another benefit.

Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted administered accordingly. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that is consistent complies with Section 409A of the requirements for avoiding additional taxes Code or penalties an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code. Notwithstanding the foregoing, the Company Corporation makes no representations that the payment payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company Corporation be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee Employee on account of non-compliance with Section 409A of the Code. Notwithstanding any other provision of this Agreement to the contraryAgreement, if any compensation payment or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject provided to the following: (a) no amount or benefit that is payable upon a Employee in connection with Employee’s termination of employment or services from is determined to constitute “nonqualified deferred compensation” within the Company shall meaning of Section 409A of the Code and Employee is determined to be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under in Section 409A 409A(a)(2)(b)(i) of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that then such payment or benefit does shall not be paid until the first payroll date to occur following the six-month anniversary of the date of termination or, if sooner, the date of Employee’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise qualify for an applicable exemption from have been paid before the Specified Employee Payment Date shall be paid to Employee in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. Any payment under Section 5 of this Agreement that is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, then no such payment or benefit will and that is subject to a release’s becoming effective, and that would otherwise be paid or commenced in the first 30 days after your termination date shall be paid, if at all, on such 30th day (subject to be paid to any required delay under the Grantee under this Agreement until the date that is the earlier to occur of (ipreceding paragraph) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and payments shall be made in accordance with their original schedule. Payments with respect to reimbursements of expenses or in-kind benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment periodin accordance with the Corporation’s applicable policy or benefit plan, the actual date of payment within such specified period but in all events reimbursements shall be within paid no later than the sole discretion last day of the Company, and calendar year following the Grantee shall have no right (directly or indirectly) to determine the calendar year in which such the relevant expense is incurred. The amount of expenses or benefits eligible for reimbursement, payment is made. In or provision during a calendar year shall not affect the event a payment period straddles two consecutive expenses or benefits eligible for reimbursement or provision in any other calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeyear.

Section 409A. This (a) The intent of the parties is that payments and benefit under this Separation Agreement is intended to comply with or be exempt from Section 409A of and, accordingly, to the Code or an exemption thereunder and maximum extent permitted, this Separation Agreement shall be construed and interpreted to be in a manner that is consistent with compliance therewith or exempt therefrom, as applicable. If any other payments of money or other benefits due to the requirements for avoiding Employee hereunder could cause the application of an accelerated or additional taxes or penalties tax under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations may (i) adopt such amendments to the Separation Agreement, including amendments with retroactive effect, that the payment and Company determines necessary or appropriate to preserve the intended tax treatment of the benefits provided under this by the Separation Agreement and/or (ii) take such other actions as the Company determines necessary or appropriate to comply with the requirements of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of this Separation Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A of the Code and in no event shall the Company be liable for all upon or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon following a termination of employment or services from the Company shall be payable employment, unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Separation Agreement relating to any such payments or benefits, and references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean “separation from service.” If the Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then, notwithstanding any other provision herein, with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Section 409A payable on account of a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee,” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does shall not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment be made or benefit will be paid or commenced to be paid provided prior to the Grantee under this Agreement until the date that which is the earlier to occur of (iA) the Granteeexpiration of the six-month period measured from the date of such “separation from service” of the Employee, and (B) the date of the Employee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which Upon the Grantee would otherwise have received during expiration of the Delay Period will Period, all payments and benefits delayed pursuant to this Section 18(b) (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such delay) shall be payable paid or reimbursed to the Grantee Employee in a lump sum on the date that is six months and one first business day following the effective date of the terminationDelay Period, and any remaining compensation payments and benefits due under the this Separation Agreement shall be paid or provided as otherwise set forth in accordance with the normal payment dates specified for them herein;. (ci) whenever All expenses or other reimbursements as provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event any reimbursements that are non-qualified deferred compensation subject to Section 409A of the Code shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee; (ii) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. (d) For purposes of Section 409A, the Employee’s right to receive any installment payments pursuant to this Separation Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Separation Agreement specifies a payment periodperiod with reference to a number of days (e.g., “payment shall be made within thirty days following the date of termination”), the actual date of payment within such the specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and. (e) Nothing contained in this Separation Agreement shall constitute any representation or warranty by the payment Company regarding compliance with Section 409A. The Company has no obligation to take any action to prevent the assessment of any compensation additional income tax, interest or benefit may penalties under Section 409A on any person and the Company, its subsidiaries and affiliates, and each of their employees and representatives shall not be accelerated except have any liability to the extent permitted by Section 409A of the CodeEmployee with respect thereto.

Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section section 409A of the Code. Notwithstanding , or an exemption, and the foregoing, the Company makes no representations that the payment and benefits provided under provisions of this Agreement comply with Section 409A of the Code and in no event Paragraph shall the Company be liable for all or apply notwithstanding any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision provisions of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall . All payments to be subject to the following: (a) no amount or benefit that is payable made upon a termination of employment or services from the Company shall under this Agreement may only be payable unless such termination also meets the requirements of made upon a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section section 409A of the Code) at the time the Grantee becomes entitled . With respect to any such payment or benefit, and provided further payments that such payment or benefit does not otherwise qualify for an applicable exemption from Section are subject to section 409A of the Code, then in no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the terminationevent shall Employee, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly, designate the calendar year of a payment. With respect to any payments that are subject to section 409A of the Code, in no event shall the timing of Employee’s execution of this Agreement, directly or indirectly, result in Employee designating the calendar year of payment of any amount set forth in Paragraph 2(a) to determine the year in which such payment is made. In the event above, and if a payment period straddles two consecutive calendar yearsof any amount set forth in Paragraph 2(a) above is subject to section 409A of the Code and could be made in more than one taxable year, based on timing of the execution of this Agreement, payment shall be made in the later taxable year. If any payment or benefit provided to Employee in connection with the termination of such calendar years; (d) each separately identified amount employment is determined to constitute “nonqualified deferral compensation” within the meaning of section 409A and each installment payment to which the Grantee Employee is entitled to payment shall be deemed determined to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except “specified employee” as defined by section 409A(a)(2)(b)(i), then, to the extent permitted by Section necessary to comply with section 409A, such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the termination date or, if earlier, on Employee’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Employee in a lump sum on the Specified Employee Payment Date. Any reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code.

Section 409A. This Agreement (i) Anything to the contrary herein notwithstanding, the Granted Units are not intended to be “nonqualified deferred compensation” within the meaning of Section 409A of the Code and are intended to comply with the “short term deferral” rules under Section 409A and shall be paid or otherwise settled on or as soon as practicable after the applicable Vesting Date and not later than the 15th day of the third month from the end of (i) the Grantee’s tax year that includes the applicable Vesting Date, or (ii) the Company’s tax year that includes the applicable Vesting Date, whichever is intended later. If, however, the Granted Units or any payment in lieu thereof is deemed to not comply with Section 409A, the Company and the Grantee agree to renegotiate in good faith any such benefit or payment (including, without limitation, as to the timing of any settlement of Granted Units or any payment in lieu thereof) so that either (i) Section 409A of the Code will not apply or (ii) compliance with Section 409A of the Code will be achieved; provided, however, that any resulting renegotiated terms shall provide to the Grantee the after-tax economic equivalent of what otherwise has been provided to the Grantee pursuant to the terms of this Agreement, and provided further, that any deferral of payments or other benefits shall be only for such time period as may be required to comply with Section 409A of the Code Code. (ii) Anything to the contrary herein or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes Plan or penalties under Section 409A the Executive Severance Plan notwithstanding, neither the Company or any of its Subsidiaries or Affiliates or any of their respective employees, directors, officers, agents or representatives nor any member of the Code. Notwithstanding Committee shall have any liability to a Grantee or otherwise with respect to the foregoingfailure of the Plan, the Company makes no representations that Granted Units or the payment and benefits provided under this Award Agreement to comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. This Agreement Subject to and without limitation on Section 19.3 of the Plan, it is intended to that the Restricted Stock Units comply with or be exempt from Code Section 409A of the Code or an exemption thereunder 409A, and this Agreement shall be construed and interpreted in a manner that is consistent accordance with the requirements for avoiding additional taxes or penalties under Section 409A of the Codesuch intent. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code and in In no event shall the whatsoever will Company be liable for all or any portion of any taxes, penaltiesadditional tax, interest or other expenses penalties that may be incurred by imposed on the Grantee on account of non-compliance with Participant under Code Section 409A or any damages for failing to comply with Code Section 409A. A termination of the Code. Notwithstanding employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount upon or benefit that is payable upon following a termination of employment or services from the Company shall be payable unless such termination is also meets a "separation from service" within the requirements meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment" or like terms shall mean "separation from service." If the Participant is a “specified employee” upon his or her “separation from service” (within the meaning of such terms in Code Section 409A under such definitions and procedures as established by the Company in accordance with Code Section 409A), any portion of a payment, settlement, or other distribution made upon such a “separation from service” under Treasury Regulation that would cause the acceleration of, or an addition to, any taxes pursuant to Code Section 1.409A-1(h), 409A will not commence or be paid until a date that is six (6) months and references in one (1) day following the Agreement to “termination”, “termination of employment” or like terms shall mean a applicable “separation from service;” .” Any payments, settlements, or other distributions that are delayed pursuant to this Section 11 following the applicable “separation from service” shall be accumulated and paid to the Participant in a lump sum without interest on the first business day immediately following the required delay period. Notwithstanding anything in Sections 2(d) or 3 to the contrary, to the extent that the award of Restricted Stock Units hereunder (a) is subject to Code Section 409A and (b) in a Change of Control would accelerate the event that any timing of payment to the Grantee or any benefit hereunder is made upon, or as a result ofthereunder, the Grantee’s termination settlement of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does Restricted Stock Units shall not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement occur until the date that is the earlier to occur earliest of (i) the Grantee’s death Change of Control if such Change of Control constitutes a “change in the ownership of the corporation,” a “change in the effective control of the corporation” or a “change in the ownership of a substantial portion of the assets of the corporation,” within the meaning of Code Section 409A(2)(A)(v), (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee date such Restricted Stock Units would otherwise have received during the Delay Period will be payable settled pursuant to the Grantee in a lump sum on terms of this Agreement and (iii) the date that is six months and one day following Participant’s “separation of service” within the effective date meaning of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever Code Section 409A. Whenever a payment under this Agreement specifies a payment periodperiod with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within such the specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. This Agreement is intended The parties intend that any compensation, benefits and other amounts payable or provided to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided Executive under this Agreement comply with Section 409A of the Code and be paid or provided in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A such that there will be no adverse tax consequences, interest, or penalties for the Executive under Section 409A as a result of the Codepayments and benefits so paid or provided to him. Notwithstanding The parties agree to modify this Agreement, or the timing (but not the amount) of the payment hereunder of severance or other compensation, or both, to the extent necessary to comply with and to the extent permissible under Section 409A. In addition, notwithstanding anything to the contrary contained in any other provision of this Agreement, the payments and benefits to be provided the Executive under this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following:provisions set forth below. (a) no amount or benefit that is payable upon a termination The date of employment or services from the Company shall be payable unless such termination also meets the requirements of a Executive’s “separation from service,” under Treasury Regulation Section 1.409A-1(h), and references as defined in the Agreement regulations issued under Section 409A, shall be treated as the Executive’s Date of Termination for purpose of determining the time of payment of any amount that becomes payable to “termination”, “the Executive pursuant to Section 5 hereof upon the termination of employment” or like terms shall mean a “separation from service;”his employment and that is treated as an amount of deferred compensation for purposes of Section 409A. (b) In the case of any amounts that are payable to the Executive under this Agreement, or under any other “nonqualified deferred compensation plan” (within the meaning of Section 409A) maintained by the Company in the event that any payment form of installment payments, (i) the Executive’s right to receive such payments shall be treated as a right to receive a series of separate payments under Treas. Reg. §1.409A-2(b)(2)(iii), and (ii) to the Grantee or extent any benefit hereunder such plan does not already so provide, it is made uponhereby amended as of the date hereof to so provide, or as a result of, with respect to amounts payable to the Grantee’s termination of employment, and Executive thereunder, (c) If the Grantee Executive is a “specified employee” (as that term is defined under within the meaning of Section 409A of the Code) at the time of his “separation from service” within the Grantee becomes entitled meaning of Section 409A, then any payment otherwise required to any be made to him under this Agreement on account of his separation from service, to the extent such payment or benefit, and provided further that (after taking in to account all exclusions applicable to such payment or benefit does under Section 409A) is properly treated as deferred compensation subject to Section 409A, shall not otherwise qualify for an applicable exemption be made until the first business day after (i) the expiration of six months from Section 409A the date of the CodeExecutive’s separation from service, then no such payment or benefit will be paid or commenced to (ii) if earlier, the date of the Executive’s death (the “Delayed Payment Date”). On the Delayed Payment Date, there shall be paid to the Grantee under Executive or, if the Executive has died, to the Executive’s estate, in a single cash lump sum, an amount equal to aggregate amount of the payments delayed pursuant to the preceding sentence. (d) To the extent that the reimbursement of any expenses or the provision of any in-kind benefits pursuant to this Agreement until the date that is the earlier subject to occur of Section 409A, (i) the Granteeamount of such expenses eligible for reimbursement, or in-kind benefits to be provided hereunder during any one calendar year shall not affect the amount of such expenses eligible for reimbursement or in-kind benefits to be provided hereunder in any other calendar year; provided, however, that the foregoing shall not apply to any limit on the amount of any expenses incurred by the Executive that may be reimbursed or paid under the terms of the Company’s death or medical plan, if such limit is imposed on all similarly situated participants in such plan; (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement all such expenses eligible for reimbursement hereunder shall be paid or provided to the Executive as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment periodsoon as administratively practicable after any documentation required for reimbursement for such expenses has been submitted, the actual date of payment within such specified period shall be within the sole discretion but in any event by no later than December 31 of the Company, and calendar year following the Grantee shall have no right (directly or indirectly) to determine the calendar year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; expenses were incurred; and (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (eiii) the payment of Executive’s right to receive any compensation such reimbursements or benefit may in-kind benefits shall not be accelerated except subject to the extent permitted by Section 409A of the Codeliquidation or exchange for any other benefit.

Section 409A. This (i) If any provision of this Agreement is intended (or of any award of compensation, including equity compensation or benefits) would cause the Employee to incur any additional tax or interest under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or any regulations or Treasury guidance promulgated thereunder, the Company shall reform such provision to comply with Section 409A of the Code or an exemption thereunder Code; provided, that the Company agrees to maintain, to the maximum extent practicable, the original intent and shall be construed and interpreted in a manner that is consistent with economic benefit to the requirements for avoiding additional taxes or penalties under Employee of the applicable provision without violating the provisions of Section 409A of the Code. . (ii) Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company makes no representations that date of any payment or the payment and benefits provided commencement of any installment payments payable under this Agreement comply with must be delayed for six months in order to meet the requirements of Section 409A 409A(a)(2)(B) of the Code and in no event applicable to “specified employees”, then any such payment or payments shall not be made or provided (subject to the Company be liable for all or any portion last sentence hereof) prior to the earlier of any taxes, penalties, interest or other expenses that may be incurred by (A) the Grantee on account of non-compliance with Section 409A expiration of the Codesix month period measured from the date of the Employee’s “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (B) the date of the Employee’s death (the “Delay Period”). Notwithstanding Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 15(d) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Employee in a lump sum, and any remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount upon or benefit that is payable upon following a termination of employment or services from the Company shall be payable unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Code Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean a “separation from service;” .” (iv) (a) All expenses or other reimbursements as provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee; (b) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the event that expenses eligible for reimbursement in any payment other taxable year; and (c) the right to the Grantee reimbursement or any benefit hereunder is made upon, in-kind benefits shall not be subject to liquidation or as a result ofexchanged for another benefit. (v) For purposes of Code Section 409A, the GranteeEmployee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled right to receive any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced installment payments pursuant to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided treated as otherwise set forth herein; (c) whenever a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment periodperiod with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within such the specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. This All Restricted Stock Units granted pursuant to this Agreement is are intended either to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under exempt from Section 409A of the Code. Notwithstanding , or, if subject to Section 409A of the foregoingCode, the Company makes no representations that the payment to be administered, operated and benefits provided under this Agreement comply construed in compliance with Section 409A of the Code and any guidance issued thereunder. This Agreement and the Plan shall be administered in a manner consistent with this intent and any provision that would cause the Agreement or Plan to fail to satisfy the first sentence of this section shall have no event shall force and effect. Notwithstanding anything contained herein to the Company be liable for all or any portion of any taxescontrary, penalties, interest or other expenses Restricted Stock Units (and related DERs) that may be incurred by the Grantee on account of non-compliance with (a) constitute “nonqualified deferred compensation” as defined under Section 409A of the Code. Notwithstanding any provision Code and (b) vest as a consequence of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a Grantee’s termination of employment or services from employment, shall not be delivered until the Company shall be payable unless such termination also meets the requirements of date that Grantee incurs a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A of the Code (or, and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the if Grantee is a “specified employee” (as that term is defined under within the meaning of Section 409A of the Code) at the time the Grantee becomes entitled to Code and any such payment or benefitguidance issued thereunder, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of such “separation from service” (or on the terminationdate of ▇▇▇▇▇▇▇’s death, and any remaining compensation and benefits due under the Agreement shall if earlier)). In addition, each amount to be paid or benefit to be provided as otherwise set forth herein; (c) whenever a payment under to Grantee pursuant to this Agreement specifies a payment periodthat constitutes deferred compensation subject to Section 409A of the Code, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be construed as a separate identified payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code. GRANTEE CERTIFIES THAT ▇▇▇▇▇▇▇ HAS READ AND UNDERSTANDS THIS AGREEMENT AND THE RESTRICTIONS CONTAINED THEREIN, AND HAS HAD AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL PRIOR TO SIGNING. ▇▇▇▇▇▇▇ ACKNOWLEDGES THAT THIS AGREEMENT MAY BE ACCEPTED ELECTRONICALLY BY ▇▇▇▇▇▇▇, AND THAT AN ELECTRONIC COPY, HARD COPY, OR ACKNOWLEDGEMENT IS AS ENFORCEABLE AS AN ORIGINAL. ▇▇▇▇▇▇▇ ACKNOWLEDGES THAT ▇▇▇▇▇▇▇ HAD ABILITY TO PRINT A COPY OF THIS AGREEMENT AND TIME TO REVIEW IT PRIOR TO SIGNING.