Common use of Withholding; Section 409A Clause in Contracts

Withholding; Section 409A. (a) The Company may deduct and withhold from the payments to be made to Executive hereunder any amounts required to be deducted and withheld by the Company under the provisions of any applicable statute, law, regulation or ordinance now or hereafter enacted. (b) For purposes of Section 409A of the Internal Revenue Code of 1986 and the regulations issued thereunder (“Section 409A”), each of the payments that may be made under this Agreement shall be deemed to be a separate payment. With respect to the time of payment of any amounts under this Agreement that are deemed to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and terms of like import) shall mean “separation from service” within the meaning of Section 409A. Notwithstanding any provision to the contrary contained herein, if the Executive is treated as a “specified employee” within the meaning of Section 409A at the time of the termination of his employment, any payment otherwise required to be made to the Executive on account of such termination of employment which is properly treated as deferred compensation subject to Section 409A, shall be delayed until the first business day following the earlier of (1) the date six months following such termination of employment, or (2) the date of the Executive’s death; and, on the payment date as so delayed, the Company will make a single lump sum payment to the Executive (or the Executive’s estate, as the case may be) equal to the aggregate amount of the payments that were so delayed. To the extent the Executive is entitled to receive taxable reimbursements and/or in-kind benefits, the following provisions apply: (i) the amount of such reimbursements and benefits the Executive receives in one year shall not affect amounts provided in any other year, (ii) such reimbursements must be made by the last day of the year following the year in which the expense was incurred, and (iii) such reimbursements and benefits may not be liquidated or exchanged for any other reimbursement or benefit. The parties intend that all payments under this Agreement will be exempt from or will comply with Section 409A, as applicable, and this Agreement shall be construed and interpreted in a manner that is consistent with that intent. Notwithstanding the foregoing, the Executive shall be solely responsible, and the Company shall have no liability, for any taxes, acceleration of taxes, interest or penalties arising under Section 409A with respect to any amounts payable under this Agreement.

Withholding; Section 409A. (a) 25.1 The Company may deduct and will have the right to withhold from the payments to be made to Executive any amount payable hereunder any amounts required to be deducted Federal, state and withheld by local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation. 25.2 The parties intend that any amounts payable under this Agreement comply with, or are exempt from, the provisions of any applicable statute, law, regulation or ordinance now or hereafter enacted. (b) For purposes of Section 409A of the Code, along with the rules, regulations and guidance promulgated thereunder by the Department of the Treasury or the Internal Revenue Code of 1986 and the regulations issued thereunder Service (collectively, “Section 409A”), each of the payments that may be made under ) and this Agreement shall be deemed to be interpreted and administered in a separate paymentmanner consistent with that intention. With respect to any amount of expenses eligible for reimbursement or the time of payment provision of any amounts in-kind benefits under this Agreement that are deemed to be “deferred compensation” subject to Section 409AAgreement, references to “termination of employment” (and terms of like import) shall mean “separation from service” within the meaning of Section 409A. Notwithstanding any provision to the contrary contained herein, if the Executive is treated as a “specified employee” within the meaning of extent such payment or benefit would be considered deferred compensation under Section 409A at the time of the termination of his employment, any payment otherwise or is required to be made to the Executive on account of such termination of employment which is properly treated as deferred compensation subject to Section 409A, shall be delayed until the first business day following the earlier of (1) the date six months following such termination of employment, or (2) the date of the included in Executive’s death; andgross income for federal income tax purposes, on the payment date as so delayedsuch expenses (including, the Company will make a single lump sum payment to the Executive (or the Executive’s estatewithout limitation, as the case may be) equal to the aggregate amount of the payments that were so delayed. To the extent the Executive is entitled to receive taxable reimbursements and/or expenses associated with in-kind benefits, the following provisions apply: (i) the amount of such reimbursements and benefits the Executive receives in one year shall not affect amounts provided in any other year, (ii) such reimbursements must will be made reimbursed by the last day Company no later than December 31st of the year following the year in which Executive incurs the expense was incurred, and (iii) such related expenses. In no event will the reimbursements and or in-kind benefits may not to be liquidated provided by the Company in one taxable year affect the amount of reimbursements or exchanged for in-kind benefits to be provided in any other taxable year, nor will Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. The parties intend Any payments under this Agreement that all payments 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 will 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 will be exempt from treated as a separate payment. 25.3 To the extent that any payment or will comply with benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A, as applicableand to the extent that such payment or benefit is payable upon the Executive’s termination of employment, and this Agreement then such payments or benefits shall be construed payable only upon the Executive’s “separation from service.” The determination of whether and interpreted when a separation from service has occurred shall be made in a manner that is consistent accordance with that intent. the presumptions set forth in Treasury Regulation Section 1.409A 1(h). 25.4 Notwithstanding the foregoingany other provision of this Agreement, if any payment or benefit provided to the Executive shall be solely responsible, in connection with the Executive’s separation from service is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Company determines that the Executive is a “specified employee” as defined under Section 409A, then such payment or benefit shall not be paid until the first payroll date following the six-month anniversary of the Termination Date or, of earlier on the Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, an remaining payments shall be paid without delay in accordance with their original schedule. 25.5 The Company makes no representation or warranty and shall have no liability, for liability to the Executive or any taxes, acceleration other person if any provisions of taxes, interest or penalties arising under this Agreement are determined to constitute deferred compensation subject to Section 409A with respect to any amounts payable under this Agreement.but do not satisfy an exemption from, or the conditions of, Section 409A.

Withholding; Section 409A. (a) The Company may deduct Participant acknowledges and withhold from the payments agrees that any income or other taxes due with respect to this Award or any shares of Stock to be made delivered pursuant to Executive hereunder this Agreement or otherwise sold shall be the Participant’s responsibility. As a condition to the vesting of the PSUs and/or the delivery of any amounts required shares of Stock hereunder, or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of the Company or any of its affiliates relating to this Award, the Company shall be entitled to (i) deduct or withhold (or cause to be deducted and withheld by or withheld) from any payment or distribution to the Participant, whether or not pursuant to the Plan; (ii) require that the Participant remit cash to the Company; or (iii) enter into any other suitable arrangements to withhold, in each case, in an amount sufficient in the opinion of the Company under to satisfy such withholding obligation. The Participant authorizes the provisions Company to withhold such amounts as may be necessary to satisfy the applicable federal, state and local withholding tax requirements that may arise in connection with this Award from any amounts otherwise owed to the Participant, but nothing in this sentence shall be construed as relieving Participant of any applicable statute, law, regulation liability for satisfying his or ordinance now or hereafter enactedher tax obligations. (b) For purposes Unless the Company notifies the Participant in writing before the date on which a PSU vests and/or settles hereunder, the number of Section 409A shares of Stock necessary to satisfy the Internal Revenue Code minimum statutory withholding tax obligations on the vesting date or settlement date, as applicable, will be released by the Participant on such date to an intermediary and sold in order to satisfy such withholding tax obligations. The Participant will be responsible for all third-party administration processing fees in connection with such sale. In addition, the Participant may be subject to and taxed in respect of 1986 short-term capital gains or losses that reflect the difference in the withholding tax liability such date and the regulations issued thereunder sales prices actually achieved. (“Section 409A”), each of c) If the payments that may be made under this Agreement shall be deemed Participant is determined to be a separate payment. With respect to the time of payment of any amounts under this Agreement that are deemed to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and terms of like import) shall mean “separation from service” within the meaning of Section 409A. Notwithstanding any provision to the contrary contained herein, if the Executive is treated as a “specified employee” within the meaning of Section 409A and the Treasury regulations thereunder as determined by the Administrator, at the time of the termination Participant’s “separation from service” within the meaning of his employmentSection 409A and the Treasury regulations thereunder, any payment otherwise required to be made then, to the Executive on account extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, the settlement and delivery of any shares of Stock hereunder upon such termination of employment which is properly treated as deferred compensation subject to Section 409A, shall separation from service will be delayed until the first business earlier of: (a) the date that is six months and one day following the earlier of Participant’s separation from service and (1b) the date six months following such termination of employment, or (2) the date of the ExecutiveParticipant’s death; and, on the payment date as so delayed, the Company will make a single lump sum payment to the Executive (or the Executive’s estate, as the case may be) equal to the aggregate amount of the payments that were so delayed. To the extent the Executive is entitled necessary to receive taxable reimbursements and/or in-kind benefitsprevent any accelerated or additional tax under Section 409A, the following provisions apply: for purposes of this Agreement, all references to “termination of Employment” and correlative phrases shall be construed to require a “separation from service” (ias defined in Section 1.409A-1(h) the amount of such reimbursements and benefits the Executive receives in one year shall not affect amounts provided in any other year, (ii) such reimbursements must be made by the last day of the year following Treasury regulations after giving effect to the year in which the expense was incurred, and presumptions contained therein). (iiid) such reimbursements and benefits may not be liquidated or exchanged for any other reimbursement or benefit. The parties intend that all payments under this This Agreement will be exempt from or will is intended to comply with Section 409A, as applicable, 409A or an exemption thereunder and this Agreement shall be construed and interpreted in a manner that is consistent with that intent. the requirements for avoiding additional taxes or penalties under Section 409A. Notwithstanding the foregoing, the Executive shall Company makes no representation that any payments and benefits provided under this Agreement will comply with or will be solely responsibleexempt from Section 409A, and in no event shall the Company shall have no liability, or any of its affiliates be liable for all or any portion of any taxes, acceleration of taxespenalties, interest or penalties arising under other expenses that may be incurred by the Participant on account of non-compliance with Section 409A with respect to any amounts payable under this Agreement.409A.

Withholding; Section 409A. (a) The All payments made by the Company may deduct and withhold from the payments to under this Agreement shall be made to Executive hereunder reduced by any tax or other amounts required to be deducted and withheld by the Company under the provisions of any applicable statute, law, regulation or ordinance now or hereafter enacted. (b) For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986 1986, as amended, and the regulations issued Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. The parties intend that any amounts payable hereunder that could constitute “deferred compensation” within the meaning of Section 409A shall be compliant with Section 409A. Notwithstanding anything in this Agreement to the contrary, in the event that the Executive is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) and the Executive is not “disabled” within the meaning of Section 409A(a)(2)(C), no payments hereunder that are “deferred compensation” subject to Section 409A shall be made to the Executive prior to the date that is six (6) months after the date of the Executive’s “separation from service” (as defined ​ in Section 409A”)) or, if earlier, the Executive’s date of death. Following any applicable six (6) month delay, all such delayed payments shall be paid in a single lump sum on the earliest date permitted under Section 409A that is also a business day. For purposes of Section 409A, each of the payments that may be made under this Agreement hereunder is designated as a separate and distinct payment and the right to a series of installment payments shall be deemed to be a right to a series of separate paymentand distinct payments. With For purposes of this Agreement, with respect to the time of payment payments of any amounts under this Agreement that are deemed considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and terms of like importsubstantially similar phrases) shall mean “separation from service” within the meaning of Section 409A. Notwithstanding any provision to the contrary contained herein, if the Executive is treated as a “specified employee” within the meaning of Section 409A at the time of the termination of his employment, any payment otherwise required to be made to the Executive on account of such termination of employment which is properly treated as deferred compensation subject to Section 409A, shall be delayed until the first business day following the earlier of (1) the date six months following such termination of employment, or (2) the date of the Executive’s death; and, on the payment date as so delayed, the Company will make a single lump sum payment to the Executive (or the Executive’s estate, as the case may be) equal to the aggregate amount of the payments that were so delayed. To the extent the Executive is entitled to receive taxable reimbursements and/or in-kind benefits, the following provisions apply: (i) the amount of such reimbursements interpreted and benefits the Executive receives in one year shall not affect amounts provided in any other year, (ii) such reimbursements must be made by the last day of the year following the year in which the expense was incurred, and (iii) such reimbursements and benefits may not be liquidated or exchanged for any other reimbursement or benefit. The parties intend that all payments under this Agreement will be exempt from or will comply with Section 409A, as applicable, and this Agreement shall be construed and interpreted applied in a manner that is consistent with the requirements of Section 409A. To the extent that intent. Notwithstanding any reimbursements pursuant to Section 4(d) are taxable to the foregoingExecutive, any such reimbursement payment due to the Executive shall be solely responsiblepaid to the Executive as promptly as practicable consistent with Company practice following the Executive’s appropriate itemization and substantiation of expenses incurred, and in all events on or before the Company last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. The reimbursements pursuant to Section 4(d) and any in-kind benefits are not subject to liquidation or exchange for another benefit and the amount of such benefits, reimbursements and in-kind benefits that the Executive receives (or is eligible to receive) in one taxable year shall have no liabilitynot affect the amount of such benefits, for reimbursements or in-kind benefits that the Executive receives in any taxes, acceleration of taxes, interest or penalties arising under Section 409A with respect to any amounts payable under this Agreementother taxable year.

Withholding; Section 409A. (a) The All payments made by the Company may deduct and withhold from the payments to under this Agreement shall be made to Executive hereunder reduced by any tax or other amounts required to be deducted and withheld by the Company under the provisions of any applicable statute, law, regulation or ordinance now or hereafter enacted. (b) For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986 1986, as amended, and the regulations issued Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. The parties intend that any amounts payable hereunder that could constitute “deferred compensation” within the meaning of Section 409A will be compliant with Section 409A. Notwithstanding anything in this Agreement to the contrary, in the event that the Executive is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) and the Executive is not “disabled” within the meaning of Section 409A(a)(2)(C), no payments hereunder that are “deferred compensation” subject to Section 409A shall be made to the Executive prior to the date that is six (6) months after the date of the Executive’s “separation from service” (as defined in Section 409A”)) or, if earlier, the Executive’s date of death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A that is also a business day. For purposes of Section 409A, each of the payments that may be made under this Agreement shall hereunder is designated as a separate and distinct payment and the right to a series of installment payments will be deemed to be a right to a series of separate paymentand distinct payments. With For purposes of this Agreement, with respect to the time of payment payments of any amounts under this Agreement that are deemed considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and terms of like importsubstantially similar phrases) shall mean “separation from service” within the meaning of Section 409A. Notwithstanding any provision to the contrary contained herein, if the Executive is treated as a “specified employee” within the meaning of Section 409A at the time of the termination of his employment, any payment otherwise required to be made to the Executive on account of such termination of employment which is properly treated as deferred compensation subject to Section 409A, shall be delayed until the first business day following the earlier of (1) the date six months following such termination of employment, or (2) the date of the Executive’s death; and, on the payment date as so delayed, the Company will make a single lump sum payment to the Executive (or the Executive’s estate, as the case may be) equal to the aggregate amount of the payments that were so delayed. To the extent the Executive is entitled to receive taxable reimbursements and/or in-kind benefits, the following provisions apply: (i) the amount of such reimbursements interpreted and benefits the Executive receives in one year shall not affect amounts provided in any other year, (ii) such reimbursements must be made by the last day of the year following the year in which the expense was incurred, and (iii) such reimbursements and benefits may not be liquidated or exchanged for any other reimbursement or benefit. The parties intend that all payments under this Agreement will be exempt from or will comply with Section 409A, as applicable, and this Agreement shall be construed and interpreted applied in a manner that is consistent with the requirements of Section 409A. To the extent that intent. Notwithstanding any reimbursements pursuant to Section 4(f) are taxable to the foregoingExecutive, any such reimbursement payment due to the Executive shall be solely responsiblepaid to the Executive as promptly as practicable consistent with Company practice following the Executive’s appropriate itemization and substantiation of expenses incurred, and in all events on or before the Company last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. The reimbursements pursuant to Section 4(f) and any in-kind benefits are not subject to liquidation or exchange for another benefit and the amount of such benefits, reimbursements and in-kind benefits that the Executive receives (or is eligible to receive) in one taxable year shall have no liabilitynot affect the amount of such benefits, for reimbursements or in- kind benefits that the Executive receives in any taxes, acceleration of taxes, interest or penalties arising under Section 409A with respect to any amounts payable under this Agreementother taxable year.

Withholding; Section 409A. (a) The All payments made by the Company may deduct and withhold from the payments to under this Agreement shall be made to Executive hereunder reduced by any tax or other amounts required to be deducted and withheld by the Company under the provisions of any applicable statute, law, regulation or ordinance now or hereafter enacted. (b) For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986 1986, as amended, and the regulations issued Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. The parties intend that any amounts payable hereunder that could constitute “deferred compensation” within the meaning of Section 409A shall be compliant with Section 409A. Notwithstanding anything in this Agreement to the contrary, in the event that the Executive is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) and the Executive is not “disabled” within the meaning of Section 409A(a)(2)(C), no payments hereunder that are “deferred compensation” subject to Section 409A shall be made to the Executive prior to the date that is six (6) months after the date of the Executive’s “separation from service” (as defined in Section 409A”)) or, if earlier, the Executive’s date of death. Following any applicable six (6) month delay, all such delayed payments shall be paid in a single lump sum on the earliest date permitted under Section 409A that is also a business day. For purposes of Section 409A, each of the payments that may be made under this Agreement hereunder is designated as a separate and distinct payment and the right to a series of installment payments shall be deemed to be a right to a series of separate paymentand distinct payments. With For purposes of this Agreement, with respect to the time of payment payments of any amounts under this Agreement that are deemed considered to be “deferred compensation” subject to Section 409A, references to “termination ​ of employment” (and terms of like importsubstantially similar phrases) shall mean “separation from service” within the meaning of Section 409A. Notwithstanding any provision to the contrary contained herein, if the Executive is treated as a “specified employee” within the meaning of Section 409A at the time of the termination of his employment, any payment otherwise required to be made to the Executive on account of such termination of employment which is properly treated as deferred compensation subject to Section 409A, shall be delayed until the first business day following the earlier of (1) the date six months following such termination of employment, or (2) the date of the Executive’s death; and, on the payment date as so delayed, the Company will make a single lump sum payment to the Executive (or the Executive’s estate, as the case may be) equal to the aggregate amount of the payments that were so delayed. To the extent the Executive is entitled to receive taxable reimbursements and/or in-kind benefits, the following provisions apply: (i) the amount of such reimbursements interpreted and benefits the Executive receives in one year shall not affect amounts provided in any other year, (ii) such reimbursements must be made by the last day of the year following the year in which the expense was incurred, and (iii) such reimbursements and benefits may not be liquidated or exchanged for any other reimbursement or benefit. The parties intend that all payments under this Agreement will be exempt from or will comply with Section 409A, as applicable, and this Agreement shall be construed and interpreted applied in a manner that is consistent with the requirements of Section 409A. To the extent that intent. Notwithstanding any reimbursements pursuant to Section 4(f) are taxable to the foregoingExecutive, any such reimbursement payment due to the Executive shall be solely responsiblepaid to the Executive as promptly as practicable consistent with Company practice following the Executive’s appropriate itemization and substantiation of expenses incurred, and in all events on or before the Company last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. The reimbursements pursuant to Section 4(f) and any in-kind benefits are not subject to liquidation or exchange for another benefit and the amount of such benefits, reimbursements and in-kind benefits that the Executive receives (or is eligible to receive) in one taxable year shall have no liabilitynot affect the amount of such benefits, for reimbursements or in-kind benefits that the Executive receives in any taxes, acceleration of taxes, interest or penalties arising under Section 409A with respect to any amounts payable under this Agreementother taxable year.

Withholding; Section 409A. (a) The Company may deduct and withhold from the payments to any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be made to Executive hereunder any amounts required to be deducted withheld pursuant to any applicable law or regulation. The intent of the Parties is that payments and withheld by benefits under this Agreement be exempt from, or comply with, Section 409A of the Code, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in accordance therewith. The Company under makes no representation that any or all of the provisions 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. Fusfield understands and agrees that Fusfield shall be solely responsible for the payment of any applicable statute, law, regulation or ordinance now or hereafter enacted. (b) taxes and penalties incurred under Section 409A. For purposes of Section 409A of the Internal Revenue Code Code, the Executive’s right to receive any installment payments pursuant to this Agreement is treated as a right to receive a series of 1986 separate and distinct payments. To the regulations issued thereunder (“Section 409A”), each of the payments extent that may be made reimbursements or other in-kind benefits under this Agreement shall constitute “nonqualified deferred compensation” for purposes of Section 409A of the Code, (A) all expenses or other reimbursements hereunder will be made on or before the last day of the taxable year following the taxable year in which such expenses were incurred by Fusfield, (B) any right to reimbursement or in-kind benefits will 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 will in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. A termination of employment will not be deemed to be a separate payment. With respect to have occurred for purposes of any provision of this Agreement providing for the time of payment of any amounts under this Agreement that are deemed to be “deferred compensation” subject to Section 409A, references to “or benefits upon or following a termination of employment” (and terms of like import) shall mean employment unless such termination is also a “separation from service” within the meaning of Section 409A. 409A of the Code, and for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms will mean “separation from service.” Notwithstanding any provision anything to the contrary contained hereinin this Agreement, if Fusfield is deemed on the Executive is treated as date of termination to be a “specified employee” within the meaning under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Section 409A at the time of the termination of his employment, any payment otherwise required to be made to the Executive payable on account of a “separation from service,” such termination of employment which is properly treated as deferred compensation subject to Section 409A, shall payment or benefit will not be delayed made or provided until the first business day following date that is the earlier of (1A) the expiration of the six-month period measured from the date six months following of such termination “separation from service” of employmentFusfield, or and (2B) the date of the ExecutiveFusfield’s death; and, on to the payment date as so delayedextent required under Section 409A of the Code. Upon the expiration of the foregoing delay period, the Company will make all payments and benefits delayed pursuant to this Section 16 (whether they would have otherwise been payable in a single lump sum payment to or in installments in the Executive (or the Executive’s estate, as the case may be) equal to the aggregate amount of the payments that were so delayed. To the extent the Executive is entitled to receive taxable reimbursements and/or in-kind benefits, the following provisions apply: (i) the amount absence of such reimbursements delay) will be paid or reimbursed to Fusfield in a lump sum, and any remaining payments and benefits the Executive receives in one year shall not affect amounts provided in any other year, (ii) such reimbursements must be made by the last day of the year following the year in which the expense was incurred, and (iii) such reimbursements and benefits may not be liquidated or exchanged for any other reimbursement or benefit. The parties intend that all payments due under this Agreement will be exempt from paid or will comply provided in accordance with Section 409A, as applicable, and this Agreement shall be construed and interpreted in a manner that is consistent with that intentthe normal payment dates specified for them herein. Notwithstanding the foregoing, the Executive shall be solely responsible, and the Company shall have no liability, for any taxes, acceleration of taxes, interest or penalties arising under Section 409A with respect to any Any amounts payable under this AgreementAgreement that are contingent on the execution or re-execution and non-revocation of the Release Agreement and involves a consideration time period that begins in one calendar year and ends in the next calendar year, will be paid as soon as practicable in the second calendar year even if Fusfield signed the Release Agreement and such release becomes irrevocable in the first calendar year.

Withholding; Section 409A. (a) The Company may deduct and withhold from the payments to be made to Executive hereunder any amounts required to be deducted and withheld by the Company under the provisions of any applicable statute, law, regulation or ordinance now or hereafter enacted. (b) For purposes of Section 409A of the Internal Revenue Code of 1986 and the regulations issued thereunder (“Section 409A”), each of the payments that may be made under this Agreement shall be deemed to be a separate payment. With respect to the time of payment of any amounts under this Agreement that are deemed to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and terms of like import) shall mean “separation from service” within the meaning of Section 409A. Notwithstanding any provision to the contrary contained herein, if the Executive is treated as a “specified employee” within the meaning of Section 409A at the time of the termination of his employment, any payment otherwise required to be made to the Executive on account of such termination of employment which is properly treated as deferred compensation subject to Section 409A, shall be delayed until the first business day following the earlier of (1) the date six months following such termination of employment, or (2) the date of the Executive’s death; and, on the payment date as so delayed, the Company will make a single lump sum payment to the Executive (or the Executive’s estate, as the ​ case may be) equal to the aggregate amount of the payments that were so delayed. To the extent the Executive is entitled to receive taxable reimbursements and/or in-kind benefits, the following provisions apply: (i) the amount of such reimbursements and benefits the Executive receives in one year shall not affect amounts provided in any other year, (ii) such reimbursements must be made by the last day of the year following the year in which the expense was incurred, and (iii) such reimbursements and benefits may not be liquidated or exchanged for any other reimbursement or benefit. The parties intend that all payments under this Agreement will be exempt from or will comply with Section 409A, as applicable, and this Agreement shall be construed and interpreted in a manner that is consistent with that intent. Notwithstanding the foregoing, the Executive shall be solely responsible, and the Company shall have no liability, for any taxes, acceleration of taxes, interest or penalties arising under Section 409A with respect to any amounts payable under this Agreement.

Withholding; Section 409A. (a) The Company may deduct and withhold from the payments to be made to Executive hereunder any amounts required to be deducted and withheld by the Company under the provisions of any applicable statute, law, regulation or ordinance now or hereafter enacted. (b) For purposes of Section 409A of the Internal Revenue Code of 1986 and the regulations issued thereunder (“"Section 409A”"), each of the payments that may be made under this Agreement shall be deemed to be a separate payment. With respect to the time of payment ​ of any amounts under this Agreement that are deemed to be “"deferred compensation” " subject to Section 409A, references to “"termination of employment” " (and terms of like import) shall mean “"separation from service” " within the meaning of Section 409A. Notwithstanding any provision to the contrary contained herein, if the Executive is treated as a “"specified employee” " within the meaning of Section 409A at the time of the termination of his her employment, any payment otherwise required to be made to the Executive on account of such termination of employment which is properly treated as deferred compensation subject to Section 409A, shall be delayed until the first business day following the earlier of (1) the date six months following such termination of employment, or (2) the date of the Executive’s 's death; and, on the payment date as so delayed, the Company will make a single lump sum payment to the Executive (or the Executive’s 's estate, as the case may be) equal to the aggregate amount of the payments that were so delayed. To the extent the Executive is entitled to receive taxable reimbursements and/or in-kind benefits, the following provisions apply: (i) the amount of such reimbursements and benefits the Executive receives in one year shall not affect amounts provided in any other year, (ii) such reimbursements must be made by the last day of the year following the year in which the expense was incurred, and (iii) such reimbursements and benefits may not be liquidated or exchanged for any other reimbursement or benefit. The parties intend that all payments under this Agreement will be exempt from or will comply with Section 409A, as applicable, and this Agreement shall be construed and interpreted in a manner that is consistent with that intent. Notwithstanding the foregoing, the Executive shall be solely responsible, and the Company shall have no liability, for any taxes, acceleration of taxes, interest or penalties arising under Section 409A with respect to any amounts payable under this Agreement.

Withholding; Section 409A. (a) 19.1 The Company may deduct and will have the right to withhold from the payments to be made to Executive any amount payable hereunder any amounts required to be deducted Federal, state and withheld by local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation. 19.2 The parties intend that any amounts payable under this Agreement comply with, or are exempt from, the provisions of any applicable statute, law, regulation or ordinance now or hereafter enacted. (b) For purposes of Section 409A of the Code, along with the rules, regulations and guidance promulgated thereunder by the Department of the Treasury or the Internal Revenue Code of 1986 and the regulations issued thereunder Service (collectively, “Section 409A”), each of the payments that may be made under ) and this Agreement shall be deemed to be interpreted and administered in a separate paymentmanner consistent with that intention. With respect to any amount of expenses eligible for reimbursement or the time of payment provision of any amounts in- kind benefits under this Agreement that are deemed to be “deferred compensation” subject to Section 409AAgreement, references to “termination of employment” (and terms of like import) shall mean “separation from service” within the meaning of Section 409A. Notwithstanding any provision to the contrary contained herein, if the Executive is treated as a “specified employee” within the meaning of extent such payment or benefit would be considered deferred compensation under Section 409A at the time of the termination of his employment, any payment otherwise or is required to be made to the Executive on account of such termination of employment which is properly treated as deferred compensation subject to Section 409A, shall be delayed until the first business day following the earlier of (1) the date six months following such termination of employment, or (2) the date of the included in Executive’s death; andgross income for federal income tax purposes, on the payment date as so delayedsuch expenses (including, the Company will make a single lump sum payment to the Executive (or the Executive’s estatewithout limitation, as the case may be) equal to the aggregate amount of the payments that were so delayed. To the extent the Executive is entitled to receive taxable reimbursements and/or expenses associated with in-kind benefits, the following provisions apply: (i) the amount of such reimbursements and benefits the Executive receives in one year shall not affect amounts provided in any other year, (ii) such reimbursements must will be made reimbursed by the last day Company no later than December 31st of the year following the year in which Executive incurs the expense was incurredrelated expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Section 409A), and (iii) notwithstanding anything contained herein to the contrary, the date on which such reimbursements and benefits separation from service takes place will be the termination date. Any payments under this Agreement that may not be liquidated excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or exchanged for any other reimbursement or benefitas a short-term deferral will be excluded from Section 409A of the Code to the maximum extent possible. The parties intend that all payments For purposes of Section 409A of the Code, each installment payment provided under this Agreement will be exempt from treated as a separate payment. 19.3 Notwithstanding any other provision of this Agreement, if any payment or will comply benefit provided to the Executive in connection with the Executive’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the executive is a “specified employee” as defined under Section 409A, as applicablethen such payment or benefit shall not be paid until the first payroll date following the six-month anniversary of the Termination Date or, and this Agreement of earlier on the Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be construed and interpreted paid to the Executive in a manner that is consistent with that intent. Notwithstanding lump sum on the foregoingSpecified Employee Payment Date and thereafter, the Executive any remaining payments shall be solely responsible, and the Company shall have no liability, for any taxes, acceleration of taxes, interest or penalties arising under Section 409A paid without delay in accordance with respect to any amounts payable under this Agreementtheir original schedule.

Withholding; Section 409A. (a) The Company may deduct No shares of Stock will be delivered pursuant to this Award unless and withhold from until the payments Participant shall have remitted to be made to Executive hereunder any amounts required to be deducted and withheld by the Company under in cash or by check an amount sufficient to satisfy any federal, state or local withholding tax requirements or tax payments, or shall have made other arrangements satisfactory to the provisions of any applicable statute, law, regulation or ordinance now or hereafter enactedAdministrator with respect to such taxes. (b) For purposes of Section 409A The Participant acknowledges and agrees that the minimum federal, state and local tax withholding due in connection with the vesting and settlement of the Internal Revenue Code Restricted Stock Units (or portion thereof) may, in the Administrator’s sole discretion, be satisfied by the Company, pursuant to such procedures as it may specify from time to time, withholding a number of 1986 and the regulations issued thereunder (“Section 409A”), each shares of Stock otherwise deliverable upon settlement of the payments that may be made under this Agreement shall be deemed Restricted Stock Units (or portion thereof) having an aggregate fair market value sufficient to be a separate paymentsatisfy all or part, as determined by the Administrator, of such federal, state and local withholding tax requirements. With In addition, the Administrator hereby reserves the discretion to use any one or more methods permitted by the Plan to satisfy the Participant’s obligations with respect to the time of payment federal, state and local withholding tax requirements attributable to the Restricted Stock Units, or portion thereof, being settled. (c) The Participant authorizes the Company and its subsidiaries to withhold any amounts due in respect of any required tax withholdings or payments from any amounts otherwise owed to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligation under the preceding provisions of this Agreement that are deemed Section 8. (d) If the Participant is determined to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and terms of like import) shall mean “separation from service” within the meaning of Section 409A. Notwithstanding any provision to the contrary contained herein, if the Executive is treated as a “specified employee” within the meaning of Section 409A and the Treasury regulations thereunder, as determined by the Administrator, at the time of the termination Participant’s “separation from service” within the meaning of his employmentSection 409A and the Treasury regulations thereunder, any payment otherwise required to be made then to the Executive on account of such termination of employment which is properly treated as deferred compensation subject extent necessary to prevent any accelerated or additional tax under Section 409A, shall the settlement and delivery of any Shares hereunder upon such separation from service will be delayed until the first business earlier of: (a) the date that is six months and one day following the earlier of Participant’s separation from service and (1b) the date six months following such termination of employment, or (2) the date of the ExecutiveParticipant’s death; and, on the payment date as so delayed, the Company will make a single lump sum payment to the Executive (or the Executive’s estate, as the case may be) equal to the aggregate amount of the payments that were so delayed. To the extent the Executive is entitled necessary to receive taxable reimbursements and/or in-kind benefitsprevent any accelerated or additional tax under Section 409A, the following provisions apply: for purposes of this Agreement, all references to “termination of Employment” and correlative phrases shall be construed to require a “separation from service” (ias defined in Section 1.409A-1(h) the amount of such reimbursements and benefits the Executive receives in one year shall not affect amounts provided in any other year, (ii) such reimbursements must be made by the last day of the year following Treasury regulations after giving effect to the year in which the expense was incurred, and (iii) such reimbursements and benefits may not be liquidated or exchanged for any other reimbursement or benefitpresumptions contained therein). The parties intend that all payments Each payment under this Agreement will be exempt from or will is intended to constitute a separate payment for purposes of Section 409A. (e) This Agreement is intended to comply with Section 409A, as applicable409A or an exemption thereunder, and this Agreement shall be construed and interpreted in a manner that is consistent with that intent. the requirements for avoiding additional taxes or penalties under Section 409A. Notwithstanding the foregoing, the Executive shall be solely responsibleCompany makes no representations that the payments and benefits provided under this Agreement comply with or are exempt from Section 409A, and in no event shall the Company shall have no liability, or any of its affiliates be liable for all or any portion of any taxes, acceleration of taxespenalties, interest or penalties arising under other expenses that may be incurred by the Participant on account of non-compliance with Section 409A with respect to any amounts payable under this Agreement.409A.

Withholding; Section 409A. ​ (a) The All payments made by the Company may deduct and withhold from the payments to under this Agreement shall be made to Executive hereunder reduced by any tax or other amounts required to be deducted and withheld by the Company under the provisions of any applicable statute, law, regulation or ordinance now or hereafter enacted.. ​ (b) For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986 1986, as amended, and the regulations issued Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. The parties intend that any amounts payable hereunder that could constitute “deferred compensation” within the meaning of Section 409A will be compliant with Section 409A. Notwithstanding anything in this Agreement to the contrary, in the event that the Executive is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) and the Executive is not “disabled” within the meaning of Section 409A(a)(2)(C), no payments hereunder that are “deferred compensation” subject to Section 409A shall be made to the Executive prior to the date that is six (6) months after the date of the Executive’s “separation from service” (as defined in Section 409A”)) or, if earlier, the Executive’s date of death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A that is also a business day. For purposes of Section 409A, each of the payments that may be made under this Agreement shall hereunder is designated as a separate and distinct payment and the right to a series of installment payments will be deemed to be a right to a series of separate paymentand distinct payments. With For purposes of this Agreement, with respect to the time of payment payments of any amounts under this Agreement that are deemed considered to be “deferred compensation” subject to Section 409A, references to “termination ​ ​ ​ ​ of employment” (and terms of like importsubstantially similar phrases) shall mean “separation from service” within the meaning of Section 409A. Notwithstanding any provision to the contrary contained herein, if the Executive is treated as a “specified employee” within the meaning of Section 409A at the time of the termination of his employment, any payment otherwise required to be made to the Executive on account of such termination of employment which is properly treated as deferred compensation subject to Section 409A, shall be delayed until the first business day following the earlier of (1) the date six months following such termination of employment, or (2) the date of the Executive’s death; and, on the payment date as so delayed, the Company will make a single lump sum payment to the Executive (or the Executive’s estate, as the case may be) equal to the aggregate amount of the payments that were so delayed. To the extent the Executive is entitled to receive taxable reimbursements and/or in-kind benefits, the following provisions apply: (i) the amount of such reimbursements interpreted and benefits the Executive receives in one year shall not affect amounts provided in any other year, (ii) such reimbursements must be made by the last day of the year following the year in which the expense was incurred, and (iii) such reimbursements and benefits may not be liquidated or exchanged for any other reimbursement or benefit. The parties intend that all payments under this Agreement will be exempt from or will comply with Section 409A, as applicable, and this Agreement shall be construed and interpreted applied in a manner that is consistent with the requirements of Section 409A. To the extent that intent. Notwithstanding any reimbursements pursuant to Section 4(f) are taxable to the foregoingExecutive, any such reimbursement payment due to the Executive shall be solely responsiblepaid to the Executive as promptly as practicable consistent with Company practice following the Executive’s appropriate itemization and substantiation of expenses incurred, and in all events on or before the Company last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. The reimbursements pursuant to Section 4(f) and any in-kind benefits are not subject to liquidation or exchange for another benefit and the amount of such benefits, reimbursements and in-kind benefits that the Executive receives (or is eligible to receive) in one taxable year shall have no liabilitynot affect the amount of such benefits, for reimbursements or in- kind benefits that the Executive receives in any taxes, acceleration of taxes, interest or penalties arising under Section 409A with respect to any amounts payable under this Agreement.other taxable year. ​