Common use of 409A Clause in Contracts

409A. This Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Section 409A of the Tax Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.

409A. This Anything in this Agreement and to the amounts payable and other benefits hereunder are intended to comply withcontrary notwithstanding, or otherwise be exempt from, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in the Company determines that the Executive is a manner consistent with “specified employee” within the meaning of Section 409A. If 409A(a)(2)(B)(i) of the Code, then to the extent any provision of payment or benefit that the Executive becomes entitled to under this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions on account of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consentseparation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, in such manner as payment shall not be payable and such benefit shall not be provided until the Board or Compensation Committee determines to be necessary or appropriate to comply withdate that is the earlier of (A) six months and one day after the Executive’s separation from service, or to effectuate (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an exemption frominstallment basis, Section 409A. Each the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee provided by the Company of any particular tax effect to or incurred by the Executive of during the payments and other benefits under time periods set forth in this Agreement. With respect to All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to taxable year following the following conditions: (a) taxable year in which the expenses eligible for reimbursement or the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the . Such right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. If a To the extent that any payment obligation under or benefit described in this Agreement arises on account constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” (as defined 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)) while the Executive is a “specified employee” (as defined under . The parties intend that this Agreement will be administered in accordance with Section 409A of the Tax Code. 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 all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and determined all related rules and regulations in good faith by order to preserve the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect payments and benefits provided hereunder without additional cost to either party. The Company makes no representation or warranty and shall have no liability to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled Executive or any other person if any provisions of this Agreement are determined to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day constitute deferred compensation subject to Section 409A of the seventh month beginning after Code but do not satisfy an exemption from, or the date of the Executive’s separation from service orconditions of, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathsuch Section.

409A. This Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not constitute or be construed as a guarantee guarantee, representation or warranty by the Company of any particular favorable tax effect or result to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s termination of employment and if such payment is subject to Section 409A, the payment shall be paid only in connection with the Executive’s “separation from service” (as defined in Treas. Reg. Section 1.409A-1(h)). If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Treas. Reg. Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Treas. Reg. Section 409A of the Tax Code and determined in good faith by the Compensation Committee1.409A-1(h)), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.

409A. This Agreement and the The parties intend that any amounts payable and other benefits hereunder comply with or are intended to comply with, or otherwise be exempt from, from Section 409A of the Tax CodeInternal Revenue Code of 1986, as amended (“Section 409A”). For purposes of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner consistent with that does not result in the acceleration of taxation or the imposition of additional taxes, penalties or interest under Section 409A. If The Company and Executive agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the acceleration of taxation or the imposition of taxes, penalties or interest under Section 409A. With respect to the time of payments of any provision amounts under the Agreement that are “deferred compensation” subject to Section 409A, references in the Agreement to “termination of this Agreement employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A. For the avoidance of doubt, it is found not intended that any expense reimbursement made or in-kind benefit provided to comply withExecutive hereunder shall be exempt from Section 409A. Notwithstanding the foregoing, if any expense reimbursement made or otherwise not in-kind benefit provided hereunder shall be determined to be exempt from, “deferred compensation” within the provisions meaning of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: then (ai) the expenses eligible for reimbursement or the amount of in-kind benefits provided in the expense reimbursement during one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in the expense reimbursement during any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (bii) the expense reimbursement of an eligible expense shall be made no later than on or before the end last day of the Executive’s taxable year after following the year in which such the applicable expense was incurred; incurred and (ciii) the right to to, expense reimbursement or and in-kind benefits hereunder shall not be subject to liquidation or exchange for another benefit. If a payment obligation under Notwithstanding any other provision in this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Agreement, if Executive is a “specified employee,” (as defined under in Section 409A 409A, as of the Tax Code and determined in good faith by date of termination, then to the Compensation Committee), extent any amount payable under this Agreement (i) constitutes the payment of “deferred compensation,” within the meaning of Section 409A, (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3ii) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the payable upon Executive’s separation from service or, if earlierservice, within 15 days the meaning of Section 409A, and (iii) would be payable prior to the six-month anniversary of Executive’s separation from service, payment of such amount shall be delayed until and paid without interest upon the earlier to occur of (a) the date that is one day after the appointment six-month anniversary of the personal representative date of such separation from service, or executor (b) the date of the Executive’s estate following his death.

409A. This Anything in this Agreement to the contrary notwithstanding: (a) the parties intend that all payments and the amounts payable and other benefits hereunder are intended to comply with, or otherwise under this Agreement shall either be exempt fromfrom or shall comply with Internal Revenue Code Section 409A, Section 409A of and to the Tax Code. This maximum extent permitted this Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If that intent. To the extent that any provision of this Agreement hereof is found not modified in order to comply withwith Section 409A, or otherwise not such modification shall be made in good faith and shall, to be exempt fromthe maximum extent reasonably possible, maintain the original intent and economic benefit to Employee and Company of the applicable provision without violating the provisions of Section 409A, it ; (b) no amount shall be modified payable pursuant to Section 4 or otherwise upon a termination of employment unless such termination constitutes a “separation from service” with Company under Section 409A, and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as event that Employee is a separate identified payment “specified employee” for purposes of Section 409A. The preceding provisions 409A, no amount shall not be construed as a guarantee by payable until the Company first day of any particular tax effect the seventh month immediately following the separation from service; (c) to the Executive of the payments and extent that reimbursements or other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this AgreementAgreement constitute nonqualified deferred compensation, such reimbursement of (i) all expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense reimbursements hereunder shall be made no later than on or prior to the end last day of the taxable year after following the taxable year in which such expense was incurred; and expenses were incurred by Employee, (cii) the any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If , and (iii) 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; (d) 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 and distinct payments, whenever a payment obligation under this Agreement arises on account specifies a payment period with reference to a number of days, the Executive’s “separation from service” actual date of payment within the specified period shall be within the sole discretion of Company; and (as defined e) any other provision of this Agreement to the contrary notwithstanding, in no event shall any payment or benefit under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under this Agreement that constitutes nonqualified deferred compensation for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A. Notwithstanding anything in this paragraph or any other provision of the Tax this Agreement, if any payment under this Agreement gives rise, directly or indirectly, to liability for a penalty tax under Code and determined in good faith by the Compensation CommitteeSection 409A (and/or any penalties and/or interest with respect to such penalty tax or excise tax), Employee shall bear the cost of any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1)and all such penalties, after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest taxes and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathinterest.

409A. This The intent of the parties is that payments and benefits under this Agreement and which are subject to the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, provisions of Code Section 409A of shall comply with Code Section 409A and, accordingly, to the Tax Code. This maximum extent permitted, this Agreement shall be administeredinterpreted to be in compliance therewith. A cessation or termination of Employee shall not be deemed to have occurred for purposes of Sections 4(i), interpreted and construed in a manner consistent with Section 409A. If 5 or 8 or any other provision of this Agreement providing for the payment of any Amounts or benefits subject to Code Section 409A upon or following a cessation or termination of employment unless such termination is found not also a “separation from service” as defined in Code Section 409A(a)(2)(A)(i) and the regulations thereunder, of the Employee from the Employer (“Separation from Service”) and, for purposes of any such provision of this Agreement, references to comply witha “termination”, “cessation of employment”, “termination of employment” or otherwise not like terms shall mean such “Separation from Service”. If the Employee is deemed on the date of his termination of employment to be exempt froma “specified employee” within the meaning of that term under Code Section 409(a)(2)(B)(i), then with regard to any payment or the provisions provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “Separation from Service”, no such payment or benefit shall be made or provided prior to the earlier of (A) the expiration of the six (6) month period measured from the date of such “Separation from Service” of the Employee, 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 13(xi) (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 and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of Code Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the ExecutiveEmployee’s consent, in such manner as the Board or Compensation Committee determines right to be necessary or appropriate receive any installment payments pursuant to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a right to receive a series of separate identified and distinct payments. Whenever a payment under this Agreement 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 Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes "nonqualified deferred compensation" for purposes of Code Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall 409A be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in offset by any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in amount unless otherwise permitted by Code Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Section 409A of the Tax Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.409A.

409A. This The intent of the parties is that payments and benefits under this Agreement and which are subject to the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, provisions of Code Section 409A of shall comply with Code Section 409A and, accordingly, to the Tax Code. This maximum extent permitted, this Agreement shall be administeredinterpreted to be in compliance therewith. A cessation or termination of Employee shall not be deemed to have occurred for purposes of Sections 4(i), interpreted and construed in a manner consistent with Section 409A. If 5 or 8 or any other provision of this Agreement providing for the payment of any Amounts or benefits subject to Code Section 409A upon or following a cessation or termination of employment unless such termination is found not also a “separation from service” as defined in Code Section 409A(a)(2)(A)(i) and the regulations thereunder, of the Employee from the Employer (“Separation from Service”) and, for purposes of any such provision of this Agreement, references to comply witha “termination”, “cessation of employment”, “termination of employment” or otherwise not like terms shall mean such “Separation from Service”. If the Employee is deemed on the date of his termination of employment to be exempt froma “specified employee” within the meaning of that term under Code Section 409(a)(2)(B)(i), then with regard to any payment or the provisions provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “Separation from Service”, no such payment or benefit shall be made or provided prior to the earlier of (A) the expiration of the six (6) month period measured from the date of such “Separation from Service” of the Employee, 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 13(xi) (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 and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of Code Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines Employee's right to be necessary or appropriate receive any installment payments pursuant to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a right to receive a series of separate identified and distinct payments. Whenever a payment under this Agreement 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 Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes "nonqualified deferred compensation" for purposes of Code Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall 409A be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in offset by any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in amount unless otherwise permitted by Code Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Section 409A of the Tax Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.409A.

409A. This Agreement To the extent necessary to avoid adverse tax consequences, and the amounts payable and other benefits hereunder are intended except as described below, any payment to comply withwhich Executive becomes entitled under this Agreement, or otherwise be exempt fromany arrangement or plan referenced in this Agreement, that constitutes “deferred compensation” under Section 409A of the Tax CodeInternal Revenue Code (“409A”), and is (a) payable upon your termination; (b) at a time when Executive is a “specified employee” as defined by 409A shall not be made until the earliest of: · the expiration of the six month period (the “Deferral Period”) measured from the date of Executive’s "separation from service" under 409A; or · the date of Executive’s death. Upon the expiration of the Deferral Period, all payments that would have been made during the Deferral Period (whether in a single lump sum or in installments) shall be paid to Executive (or, if applicable, Executive’s estate) as a single lump sum. This Agreement section shall be administerednot apply to any payment which constitutes “separation pay” as described in Internal Revenue Regulations Section 409A-1(b)(9) (in general, interpreted payments (i) that are made on an involuntary separation from service which (ii) do not exceed the lesser of two times (x) your annualized compensation for the taxable year preceding the year in which the separation from service occurs or (y) the Code Section 401(a)(17) limit on compensation for the year in which separation from service occurs and construed (iii) are paid in a manner consistent with Section 409A. If total by the end of the second calendar year following the calendar year in which the separation from service occurs.) With regard to any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment that provides for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of costs and expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Tax Code; 409A, (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (ci) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If , (ii) the amount of expenses eligible for reimbursement or in-kind benefits to be provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Section 409A of the Tax Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect limit related to the exemptions period the arrangement is in Treasury Regulation Sections 1.409A-1(b)(3effect, and (iii) through (b)(12)) that is scheduled such payments shall be made before the last day of your taxable year following the year in which the expense occurred. Each amount to be paid within six months after such separation from service shall accrue without interest and or benefit to be provided to you shall be paid on construed as a “separate identified payment” for purposes of Code Section 409A to the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathfullest extent permitted therein.

409A. This Agreement and the amounts payable and other benefits hereunder are is intended to comply with, or otherwise be exempt from, with Section 409A of the Tax Internal Revenue Code of 1986, as amended (the “Code. This Agreement shall ”) and will be administered, interpreted and construed in a manner consistent intended to comply with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion 409A of the Board Code (and any related regulations or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment other pronouncements). Amounts payable under this Agreement shall be treated deemed not to be a “deferral of compensation” subject to Section 409A of the Code to the extent provided in the exceptions set forth in Treas. Reg. Section 1.409A-1(b)(4) (“short-term deferrals”) and Treas. Reg. Section 1.409A-1(b)(9) (“separation pay plans”) and other applicable provisions of Treas. Reg. Section 1.409A-1 through A-6. References under this Agreement to a termination of your employment shall be deemed to refer to the date upon which you have experienced a “separation from service” within the meaning of Section 409A of the Code. Each payment made under this Agreement shall be designated as a “separate identified payment for purposes payment” within the meaning of Section 409A. The preceding provisions 409A of the Code. For the avoidance of doubt, any continued health benefit plan coverage that you are entitled to receive following your termination of employment is expected to be exempt from Section 409A of the Code and, as such, shall not be construed as subject to delay pursuant to this paragraph. To the extent that any reimbursement, fringe benefit, or other similar arrangement provided herein provides for a guarantee by “deferral of compensation” within the Company meaning of any particular tax effect to the Executive Section 409A of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses ofCode, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (ci) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If ; (ii) the amount eligible for reimbursement or payment in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a payment obligation under this Agreement arises plan providing medical or health benefits may impose a generally applicable limit on account the amount that may be reimbursed or paid); (iii) subject to any shorter time periods provided in any expense reimbursement policy of the Executive’s “separation from service” Company, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (as defined under Treasury Regulation Section 1.409A-1(h)iv) while the Executive is reimbursements shall be made pursuant to objectively determinable and nondiscretionary Company policies and procedures regarding such reimbursement of expenses. While the payments and benefits provided hereunder are intended to be structured in a “specified employee” (as defined manner to avoid the implication of any penalty taxes under Section 409A of the Tax Code and determined Code, in good faith by no event whatsoever shall the Compensation Committee)Company or any of its affiliates be liable for any additional tax, any payment interest or penalties that may be imposed on you as a result of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day 409A of the seventh month beginning after the date Code or any damages for failing to comply with Section 409A of the Executive’s separation from service orCode (other than for withholding obligations or other obligations applicable to employers, if earlierany, within 15 days after the appointment under Section 409A of the personal representative or executor of the Executive’s estate following his deathCode).

409A. This Agreement and For purposes of this Agreement, the amounts payable and other benefits hereunder are intended to comply with, term termination or otherwise be exempt from, resignation means a termination of employment that meets the definition of “separation of service” as defined in Section 409A of the Tax CodeInternal Revenue Code and regulations promulgated thereunder. This Agreement shall For the purposes of this Agreement, ‘Disability’ means (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be administeredexpected to result in death or can be expected to last for a continuous period of not less than 12 months; or (ii) Executive is, interpreted by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and construed in a manner consistent with Section 409A. If health plan covering Cowlitz employees. Notwithstanding any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive contrary, if, at the time of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s “separation from of service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive with Cowlitz, he or she is a “specified employee” (as defined under Section 409A and one or more of the Tax Code and determined in good faith payments or benefits received or to be received by the Compensation Committee), any payment Executive pursuant to this Agreement would constitute an item of “deferred compensation” subject to Section 409A of the Internal Revenue Code and regulations promulgated thereunder, no such payment or benefit will be provided under this Agreement until the earlier of: (as defined a) the date that is six (6) months following Executive’s termination of employment with Cowlitz or (b) the Executive’s death, unless the payment or distribution is exempt from the application of Section 409A. The terms “separation of service,” “specified employee,” and “deferred compensation” have the meanings set forth in Section 409A of the Internal Revenue Code and regulations promulgated thereunder. In the event any of Executive’s benefits that are paid in installments under Treasury Regulation this Agreement are subject to the six-month delay set forth in this Section 1.409A-1(b)(18(h), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and first installment payment shall be paid made on the first business day of the seventh month beginning after following termination of employment and shall equal the aggregate installment payments Executive would have received during the first six months plus the payment Executive is otherwise entitled to receive for the seventh month plus interest for the period of any such delay calculated using the six month Treasury xxxx rate in effect on the date on which the payment is delayed pursuant to this Section and compounded daily. If the conditions of the Executive’s separation from service orseverance exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) (or any successor Regulation thereto) are satisfied, if earlier, within 15 days after payment of benefits shall not be delayed for six (6) months following termination of employment to the appointment of extent permitted under the personal representative or executor of the Executive’s estate following his deathseverance exception.”

409A. This Anything in this Agreement and to the amounts payable and other benefits hereunder are intended to comply withcontrary notwithstanding, or otherwise be exempt from, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in the Company determines that the Executive is a manner consistent with “specified employee” within the meaning of Section 409A. If 409A(a)(2)(B)(i) of the Code, then to the extent any provision of payment or benefit that the Executive becomes entitled to under this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions on account of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consentseparation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, in such manner as payment shall not be payable and such benefit shall not be provided until the Board or Compensation Committee determines to be necessary or appropriate to comply withdate that is the earlier of (A) six (6) months and one day after the Executive’s separation from service, or to effectuate (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an exemption frominstallment basis, Section 409A. Each the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. All in-kind benefit provided and expenses eligible for reimbursement under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee provided by the Company of any particular tax effect to or incurred by the Executive of during the payments and other benefits under time periods set forth in this Agreement. With respect to All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to taxable year following the following conditions: (a) taxable year in which the expenses eligible for reimbursement or the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits to be provided or the expense eligible for reimbursement in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the . Such right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. If a To the extent that any payment obligation under or benefit described in this Agreement arises on account constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” (as defined under The determination of whether and when a separation from service has occurred shall be made in accordance with the presumption; set forth in Treasury Regulation Section 1.409A-1(h1.409A- 1(h)) while the Executive is a “specified employee” (as defined under . The parties intend that this Agreement will be administered in accordance with Section 409A of the Tax Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the pro vision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and determined all related rules and regulations in good faith by order to preserve the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect payments and benefits provided hereunder without additional cost to either party. The Company makes no representation or warranty and shall have no liability to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled Executive or any other person if any provisions of this Agreement are determined to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day constitute deferred compensation subject to Section 409A of the seventh month beginning after Code but do not satisfy an exemption from, or the date of the Executive’s separation from service orconditions of, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.such Section. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

409A. This Agreement The intent of Employee and the amounts payable Company is that the payments and other benefits hereunder are intended to under this Agreement comply with, with or otherwise be exempt from, from Section 409A of the Tax Code. This Internal Revenue Code of 1986, as amended, and the regulations and authoritative guidance promulgated thereunder (“Section 409A”), to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not administered to be exempt fromfrom or in compliance therewith, as applicable. To the provisions of extent required to avoid an accelerated or additional tax under Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines Company will make best efforts to be necessary or appropriate ensure that amounts reimbursable to comply with, or to effectuate an exemption from, Section 409A. Each payment Employee under this Agreement shall be treated paid to Employee on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind remuneration provided to Employee) during any one year may not affect amounts reimbursable or provided in any subsequent year. For purposes of this Agreement, each amount to be paid or | benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A. The preceding provisions 409A, and any payments described herein that are due within the “short term deferral period” within the meaning of Section 409A shall not be construed treated as deferred compensation unless applicable law requires otherwise. To the extent required to comply with the requirements of Section 409A, a guarantee by the Company termination of any particular tax effect employment shall not be deemed to the Executive have occurred for purposes of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s until Employee would be considered to have incurred a “separation from service” (as defined under Treasury Regulation from the Company within the meaning of Section 1.409A-1(h)) while the Executive is 409A. For such purposes, references to a “specified employeetermination,” (as defined “termination of employment” or like terms shall mean “separation from service.” In no event shall the timing of Employee’s execution of a release result, directly or indirectly, in Employee designating the calendar year of any payment hereunder. The Company makes no representation that any or all of the payments or benefits to be provided pursuant to this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment or benefit. Employee shall be solely responsible for the payment of any taxes or penalties incurred under Section 409A of the Tax Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.409A.

409A. This Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise shall be exempt from, interpreted in accordance with Section 409A of the Tax CodeInternal Revenue Code of 1986, as amended and any Treasury Regulations or other Department of Treasury guidance issued thereunder (“Section 409A”). This Agreement The parties intend that any amounts payable hereunder will be compliant with or exempt from Section 409A and shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions accordingly. For purposes of Section 409A, it shall be modified and given effect, in the sole discretion (i) each of the Board payments that may be made hereunder is designated as a separate payment and (ii) to the extent required to comply with Section 409A, references to “termination of service” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A. In no event may Talent, directly or Compensation Committee thereof and without requiring indirectly, designate the Executive’s consent, in such manner as the Board or Compensation Committee determines calendar year of any payment to be necessary or appropriate made under this Agreement. Any reimbursements to comply with, or to effectuate an exemption from, Section 409A. Each payment Talent under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company paid within 30 days following receipt of any particular tax effect to expense requests, but in no event later than the Executive last day of the payments and other benefits under this Agreementcalendar year following the calendar year in which Talent incurred the reimbursable expense. With respect to any reimbursement Any amount of expenses ofeligible for 7 reimbursement, or any provision of in-kind benefits tobenefit provided, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable during a calendar year shall not affect the amount of expenses eligible for reimbursement reimbursement, or the amount of in-kind benefits provided in benefit to be provided, during any other taxable calendar year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the . The right to any reimbursement or in-kind benefits benefit pursuant to this Agreement shall not be subject to liquidation or exchange for another any other benefit. If a payment obligation Notwithstanding the foregoing, Lender and Talent shall be solely responsible and liable for the satisfaction of all taxes, interest, and penalties under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under or otherwise related to Section 409A of the Tax Code and determined that may be imposed on Lender and/or Talent or for Lender or Talent’s account in good faith by the Compensation Committee), connection with any payment or benefit made in accordance with this Agreement, and WWE shall have no obligation to indemnify or otherwise hold Lender or Talent (or any Affiliate, beneficiary, successor or assign thereof) harmless from any or all of “deferred compensation” (as defined under Treasury Regulation such taxes, interest, or penalties, except for failures to comply with Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) 409A that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative are caused by WWE or executor of the Executive’s estate following his deathits Affiliates.

409A. This It is intended that this Agreement and the amounts payable and other benefits hereunder are intended to will comply with, or otherwise be exempt from, with Section 409A of the Tax Internal Revenue Code of 1986, as amended (the “Code. This ”) (and any regulations and guidelines issued thereunder), to the extent the Agreement is subject thereto, and the Agreement shall be administeredinterpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, interpreted and construed the parties hereto will negotiate in good faith to amend the Agreement in a manner consistent with Section 409A. If that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of this Agreement is found not to comply with, or otherwise not Termination to be exempt froma “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines any benefit that is required to be necessary delayed pursuant to Code Section 409A(a)(2)(B), such payment or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions benefit shall not be construed as a guarantee by the Company of any particular tax effect made or provided prior to the Executive earlier of (i) the expiration of the payments and other benefits under this Agreement. With respect to any reimbursement six (6)-month period measured from the date of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s his “separation from service” (as such term is defined in Treasury Regulations issued under Treasury Regulation Code Section 1.409A-1(h409A), or (ii) while the Executive is a date of his death (the “specified employee” (as defined under Section 409A Delay Period”). Upon the expiration of the Tax Code Delay Period, all payments and determined benefits delayed pursuant to this Section (whether they would have otherwise been payable in good faith by a single sum or in installments in the Compensation Committee), any payment absence of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3such delay) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on or reimbursed to the first day Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent 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 the Executive, the Executive shall pay the full costs of premiums for such welfare benefits during the Delay 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. In no case will compliance with this Section by the Company constitute a breach of the seventh month beginning after the date of the ExecutiveCompany’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathobligations under this Agreement.

409A. This Agreement The intent of Executive and the amounts payable Company is that the payments and other benefits hereunder are intended to under this Agreement comply with, with or otherwise be exempt from, from Section 409A of the Tax Code. This Agreement shall be administeredInternal Revenue Code of 1986, interpreted as amended, and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of regulations and authoritative guidance promulgated thereunder (“Section 409A”), it shall be modified and given effectto the extent subject thereto, in and, accordingly, to the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consentmaximum extent permitted, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated interpreted and administered to be exempt from or in compliance therewith, as applicable. To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to Executive under this agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind remuneration provided to Executive) during any one year may not affect amounts reimbursable or provided in any subsequent year. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A. The preceding provisions 409A, and any payments described herein that are due within the “short term deferral period” within the meaning of Section 409A shall not be construed treated as deferred compensation unless applicable law requires otherwise. To the extent required to comply with the requirements of Section 409A, a guarantee by the Company termination of any particular tax effect employment shall not be deemed to the Executive have occurred for purposes of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s until Executive would be considered to have incurred a “separation from service” (as defined under Treasury Regulation from the Company within the meaning of Section 1.409A-1(h)) while the Executive is 409A. For such purposes, references to a “specified employeetermination,” (as defined “termination of employment” or like terms shall mean “separation from service.” In no event shall the timing of Executive’s execution of a release result, directly or indirectly, in Executive designating the calendar year of any payment hereunder, and, to the extent required by Section 409A, if a payment hereunder that is subject to execution of a release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation that any or all of the payments or benefits to be provided pursuant to this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment or benefit. Executive shall be solely responsible for the payment of any taxes or penalties incurred under Section 409A of the Tax Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.409A.

409A. This Notwithstanding anything contained herein to the contrary, all payments and benefits under Paragraph 6B of this Agreement and shall be paid or provided only at the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, time of a termination of the Executive’s employment that constitutes a “separation from service” from the Employer within the meaning of Section 409A of the Tax CodeCode and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. This Agreement shall be administeredReg. Section 1.409A-1(h)(1)). Further, interpreted and construed in a manner consistent with Section 409A. If any provision if at the time of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consenttermination of employment with the Employer, the Executive is a “specified employee” as defined in Section 409A of the Code as determined by the Employer in accordance with Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such manner as termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Board Code, then the Employer will defer the commencement of the payment of any such payments or Compensation Committee determines benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to be necessary the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Employer (or appropriate the earliest date permitted under Section 409A of the Code), whereupon the Employer will pay the Executive a lump-sum amount equal to comply with, or the cumulative amounts that would have otherwise been previously paid to effectuate an exemption from, Section 409A. Each payment the Executive under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by during the Company of any particular tax effect to the Executive of the period in which such payments and other or benefits under were deferred. Thereafter, payments will resume in accordance with this Agreement. With respect Notwithstanding anything to any reimbursement of expenses ofthe contrary in this Agreement, or any provision of in-kind benefits to, the Executive, as specified and reimbursements provided under this Agreement, such reimbursement of expenses or provision of Agreement during any calendar year shall not affect in-kind benefits shall or reimbursements to be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable calendar year, except for any medical reimbursement other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; , and (c) the right to reimbursement or in-kind benefits shall are not be subject to liquidation or exchange for another benefit. If a payment obligation Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Employer or the Executive reasonably determines that any compensation or benefits payable under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under may be subject to Section 409A of the Tax Code, the Employer and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and determined in good faith by the Compensation Committee), any payment related Department of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathguidance.

409A. This Agreement and the The parties intend that any amounts payable and other benefits hereunder are intended to comply with, with or otherwise be arc exempt from, from Section 409A of the Tax CodeInternal Revenue Code of 1986, as amended (“Section 409A”). For purposes of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner consistent with that does not result in the acceleration of taxation or the imposition of additional taxes, penalties or interest under Section 409A. If The Company and Employee agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the acceleration of taxation or the imposition of taxes, penalties or interest under Section 409A. With respect to the time of payments of any provision amounts under the Agreement that arc “deferred compensation” subject to Section 409A, references in the Agreement to “termination of this Agreement employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A. For the avoidance of doubt, it is found not intended that any expense reimbursement made or in-kind benefit provided to comply withEmployee hereunder shall be exempt from Section 409A. Notwithstanding the foregoing, if any expense reimbursement made or otherwise not in-kind benefit provided hereunder shall be determined to be exempt from, “deferred compensation” within the provisions meaning of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: then (a1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in the expense reimbursement during one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in the expense reimbursement during any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (bii) the expense reimbursement of an eligible expense shall be made no later than on or before the end last day of the Executive’s taxable year after following the year in which such the applicable expense was incurred; incurred and (ciii) the right to to, expense reimbursement or and in-kind benefits hereunder shall not be subject to liquidation or exchange for another benefit. If a payment obligation under Notwithstanding any other provision in this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive Agreement, if Employee is a “specified employee,” (as defined under in Section 409A 409A, as of the Tax Code and determined in good faith by date of termination, then to the Compensation Committee), extent any amount payable under this Agreement (i) constitutes the payment of “deferred compensation,” within the meaning of Section 409A, (as defined under Treasury Regulation ii) is payable upon Employee’s separation from service, within the meaning of Section 1.409A-1(b)(1)409A, after giving effect and (iii) would be payable prior to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3six-month anniversary of Employee’s separation from service, payment of such amount shall be delayed until and paid without interest upon the earlier to occur of (a) through (b)(12)) the date that is scheduled to be paid within six months one day after the six-month anniversary of the date of such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after service, or (b) the date of the ExecutiveEmployee’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.

409A. This Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not constitute or be construed as a guarantee guarantee, representation or warranty by the Company of any particular favorable tax effect or result to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s termination of employment and if such payment is subject to Section 409A, the payment shall be paid only in connection with the Executive’s “separation from service” (as defined in Treas. Reg. Section 1.409A-1(h)). If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Treas. Reg. Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Treas. Reg. Section 409A of the Tax Code and determined in good faith by the Compensation Committee1.409A-1(h)), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death. [Signature page follows.]

409A. This Agreement and the The parties intend that any amounts payable and other benefits hereunder comply with or are intended to comply with, or otherwise be exempt from, from Section 409A of the Tax CodeInternal Revenue Code of 1986, as amended (“Section 409A”). For purposes of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner consistent with that does not result in the acceleration of taxation or the imposition of additional taxes, penalties or interest under Section 409A. If The Company and Employee agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the acceleration of taxation or the imposition of taxes, penalties or interest under Section 409A. With respect to the time of payments of any provision amounts under the Agreement that are “deferred compensation” subject to Section 409A, references in the Agreement to “termination of this Agreement employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A. For the avoidance of doubt, it is found not intended that any expense reimbursement made or in-kind benefit provided to comply withEmployee hereunder shall be exempt from Section 409A. Notwithstanding the foregoing, if any expense reimbursement made or otherwise not in-kind benefit provided hereunder shall be determined to be exempt from, “deferred compensation” within the provisions meaning of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: then (ai) the expenses eligible for reimbursement or the amount of in-kind benefits provided in the expense reimbursement during one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in the expense reimbursement during any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (bii) the expense reimbursement of an eligible expense shall be made no later than on or before the end last day of the Executive’s taxable year after following the year in which such the applicable expense was incurred; incurred and (ciii) the right to to, expense reimbursement or and in-kind benefits hereunder shall not be subject to liquidation or exchange for another benefit. If a payment obligation under Notwithstanding any other provision in this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive Agreement, if Employee is a “specified employee,” (as defined under in Section 409A 409A, as of the Tax Code and determined in good faith by date of termination, then to the Compensation Committee), extent any amount payable under this Agreement (i) constitutes the payment of “deferred compensation,” within the meaning of Section 409A, (as defined under Treasury Regulation ii) is payable upon Employee’s separation from service, within the meaning of Section 1.409A-1(b)(1)409A, after giving effect and (iii) would be payable prior to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3six-month anniversary of Employee’s separation from service, payment of such amount shall be delayed until and paid without interest upon the earlier to occur of (a) through (b)(12)) the date that is scheduled to be paid within six months one day after the six-month anniversary of the date of such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after service, or (b) the date of the ExecutiveEmployee’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.

409A. This The parties intend that the payments and benefits provided for in this Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise either be exempt from, from Section 409A of the Tax Internal Revenue Code. This Agreement shall , as amended (the “Code”) or be administered, interpreted and construed provided in a manner consistent that complies with Section 409A. If any provision 409A of this Agreement is found not the Code. Notwithstanding anything contained herein to comply withthe contrary, all payments and benefits which are payable upon a termination of employment hereunder shall be paid or otherwise not to be exempt from, provided only upon those terminations of employment that constitute a ‘separation from service’ from the provisions Company within the meaning of Section 409A, it shall be modified and given effect, in the sole discretion 409A of the Board or Compensation Committee thereof and without requiring Code (determined after applying the Executive’s consent, presumptions set forth in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Treas. Reg. Section 409A. 1.409A-1(h)(1)). Each payment or series of payments under this Agreement or otherwise shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by 409A of the Company Code. In no event may Executive, directly or indirectly, designate the calendar year of any particular tax effect payment to be made under this Agreement or otherwise which constitutes a “deferral of compensation” within the Executive meaning of Section 409A of the payments Code. All reimbursements and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. To the extent that any reimbursements pursuant to this Agreement or otherwise are taxable to Executive, any reimbursement payment due to Executive shall be paid to Executive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred; provided that, Executive has provided the Company written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Company’ expense reimbursement policies. Reimbursements pursuant to this Agreement or otherwise are not subject to liquidation or exchange for another benefit and the amount of such reimbursements that Executive receives in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided such reimbursements that Executive receives in any other taxable year, except for . Notwithstanding any medical reimbursement arrangement providing for the reimbursement of expenses referred to provision in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises to the contrary, if on account the date of his termination from employment with the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Company Executive is deemed to be a “specified employee” (as defined under within the meaning of Code Section 409A of and the Tax Code and determined in good faith Final Treasury Regulations using the identification methodology selected by the Compensation Committee)Company from time to time, or if none, the default methodology under Code Section 409A, any payment payments or benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferred deferral of compensation” within the meaning of Code Section 409A shall be delayed and paid or provided (as defined under Treasury Regulation Section 1.409A-1(b)(1)or commence, in the case of installments) on the first payroll date on or following the earlier of (i) the date which is six (6) months and one (1) day after giving effect to Executive’s termination of employment for any reason other than death, and (ii) the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest date of Executive’s death, and any remaining payments and benefits shall be paid on or provided in accordance with the first day normal payment dates specified for such payment or benefit. Notwithstanding any of the seventh month beginning after foregoing to the date 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 Code Section 409A, and none of the Executive’s separation from service or, if earlier, within 15 days after foregoing shall have any liability for the appointment failure of the personal representative terms of this Agreement as written to comply with, or executor be exempt from, the provisions of the Executive’s estate following his death.Code Section 409A.

409A. This It is also the intention of this parties to this Agreement and that all income tax liability on payments made pursuant to this Agreement or any Equity Award be deferred until Executive actually receives such payment to the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, extent Section 409A of the Tax Code. This Internal Revenue Code of 1986, as amended (“Code Section 409A”), applies to such payments, and this Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If this intent. Therefore, if any provision of this Agreement or any Equity Award is found not to comply with, or otherwise not to be exempt from, the provisions in compliance with any applicable requirements of Code Section 409A, it that provision will be deemed amended and will be construed and administered, insofar as possible, so that this Agreement and any Equity Award, to the extent permitted by law and deemed advisable by UEI, do not trigger taxes and other penalties under Code Section 409A; provided, however, that Executive will not be required to forfeit any payment otherwise due without his written consent. Any amount remaining due to Executive shall be modified paid to Executive at the time otherwise specified in this Agreement. Solely for purposes of determining the time and given effectform of payments due under this Agreement or otherwise in connection with his termination of employment with UEI and that are subject to Code 409A, in Executive shall be deemed to have incurred a termination of employment only unless and until he shall incur a “separation from service” within the sole discretion meaning of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A. Each It is intended that each payment or installment of a payment and each benefit provided under this Agreement shall be treated as a separate identified payment “payment” for purposes of Code Section 409A. All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Code Section 409A to the extent that such reimbursements or in-kind benefits are subject to Code Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. Nothing in this section increases UEI’s obligations to Executive under this Agreement or any Equity Award. Executive remains solely liable for any taxes on the payments made hereunder or under any Equity Award. The preceding provisions shall not be construed as a guarantee by the Company UEI of any particular tax effect for payments made pursuant to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, Agreement or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Section 409A of the Tax Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathEquity Award.

409A. This Agreement and It is the amounts payable and other benefits hereunder are intended intent of the parties that no payments be subject to comply with, or otherwise be exempt from, the additional tax on deferred compensation imposed by Section 409A of the Tax Code. This Agreement shall be administeredNotwithstanding the foregoing, interpreted Company does not guarantee, and construed in a manner consistent with Section 409A. If any provision none of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits toperson or entity released hereunder guarantee, the Executive, as specified under this Agreement, such reimbursement of expenses that any payment hereunder complies with or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s “separation is exempt from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Section 409A of the Tax Code and determined no such person or entity, nor their executives, directors, officers, employees, members or affiliates shall have any liability with respect to any failure of any payments or benefits herein to comply with or be exempt from Section 409A of the Code. Each payment or benefit hereunder will be a separate and distinct payment in good faith by a series of separate payments for purposes of Code Section 409A. I have read the Agreement, I accept and agree to the provisions it contains, and hereby execute it voluntarily with full understanding of its consequences. For the purpose of implementing a full, knowing and complete release and discharge of the parties, persons and entities released hereunder, Executive expressly acknowledges that the Agreement is intended to include in its effect, without limitation, all claims which Executive does not know or suspects to exist in Executive’s favor at the time of execution hereof, and that the Agreement contemplates the extinguishment of any such claim. Executed this 16th day of January, 2019. /s/ J. Xxxxx Xxxxx Executive META FINANCIAL GROUP, INC. By: /s/ Xxxxxxxxx X. Xxxxx Its: Chair of the Compensation CommitteeCommittee of the Board of Directors METABANK By: /s/ Xxxxxxxxx X. Xxxxx Its: Chair of the Compensation Committee of the Board of Directors EXHIBIT A Form of Supplemental Release Agreement This Supplemental Release Agreement (the “Supplemental Release”) is made by and among J. Xxxxx Xxxxx (“Executive”), any payment of Meta Financial Group, Inc., a Delaware corporation (“deferred compensation” Meta Financial”) and MetaBank, a federally chartered savings bank (Meta Financial and MetaBank are each referred to herein as defined under Treasury Regulation Section 1.409A-1(b)(1the “Company”), after giving effect to as of [__________], 2019 (the exemptions “Separation Date”) in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest connection with the termination of Executive’s employment with the Company and shall be paid on the first day all subsidiaries and affiliates of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathCompany.

409A. This Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof Company and without requiring the Executive’s 's consent, in such manner as the Board or Compensation Committee Company determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not constitute or be construed as a guarantee guarantee, representation or warranty by the Company of any particular favorable tax effect or result to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-in- kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b1OS(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. 13 If a payment obligation under this Agreement arises on account of the Executive’s “'s termination of employment and if such payment is subject to Section 409A, the payment shall be paid only in connection with the Executive's "separation from service” " (as defined defmed in Treas. Reg. Section 1.409A-l(h)). If a payment obligation under Treasury Regulation this Agreement arises on account of the Executive's "separation from service" (as defmed under Treas. Reg. Section 1.409A-1(h1.409A-l(h)) while the Executive is a “"specified employee” " (as defined defmed under Treas. Reg. Section 409A of the Tax Code and determined in good faith by the Compensation Committee1.409A-l(h)), any payment of “deferred of"deferred compensation” " (as defined defmed under Treasury Regulation Section 1.409A-1(b)(11.409A-l(b)(l), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(31.409A-l(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s 's separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s 's estate following his death. [Signature page follows.] 14

409A. This Agreement Prior to the Effective Time, the Company shall take all necessary actions to permit holders of all Company Options that will be Cancelled Company Options, and which are subject to the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, penalty tax under Section 409A of the Tax CodeCode (the "409A Penalty Tax"), to elect fixed payment terms (including payment in connection with a "change in the ownership or effective control of a corporation") for such Cancelled Company Options as permitted under the proposed regulations and related guidance under Section 409A of the Code (the "409A Correction"). This Agreement The 409A Correction shall be administered, interpreted and construed conducted in a manner consistent and compliant with Section 409A. If any provision 409A of this Agreement is found the Code and the regulations (including proposed regulations) promulgated thereunder as well as all other applicable laws. The 409A Correction shall not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, by itself result in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company accelerated vesting of any particular tax effect to Company Options. After the Executive of the payments Effective Time and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than before the end of the year after transition period under Section 409A of the year in which Code that permits the correction of discounted stock options, Parent shall use commercially reasonable efforts to commence an offer to modify all Company Options that will be Assumed Company Options that are subject to the 409A Penalty Tax (the "409A Offer") to increase the exercise price of such expense was incurred; and (c) the right to reimbursement or in-kind benefits options as necessary so that such options shall not be subject to liquidation or exchange for another benefitthe 409A Penalty Tax. If Each eligible holder of Assumed Company Options who participates in the 409A Offer and holds Assumed Company Options that are unvested at the Effective Time shall receive a cash payment obligation under this Agreement arises on account in an amount equal to the aggregate increase in exercise price of such modified Assumed Company Options. The 409A Offer shall be conducted in a manner consistent and compliant with Section 409A of the Executive’s “separation from service” Code and the regulations (including proposed regulations) promulgated thereunder as defined under Treasury Regulation Section 1.409A-1(h)) while well as all other applicable laws. Parent, in its sole discretion, may permit certain holders of Assumed Company Options, which are vested at the Executive Effective Time, to participate in a 409A Correction instead of a 409A Offer. In the event the 409A Offer is a “specified employee” (as defined not commenced before the end of the transition period under Section 409A of the Tax Code and determined Code, Parent shall use commercially reasonable efforts to allow each holder of Assumed Company Options to participate in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect a 409A Correction prior to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day end of the seventh month beginning after the date transition period under Section 409A of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathCode.

409A. This Anything in this Agreement and to the amounts payable and other benefits hereunder are intended to comply withcontrary notwithstanding, or otherwise be exempt from, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in the Company determines that the Executive is a manner consistent with “specified employee” within the meaning of Section 409A. If 409A(a)(2)(B)(i) of the Code, then to the extent any provision of payment or benefit that the Executive becomes entitled to under this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions on account of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consentseparation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, in such manner as payment shall not be payable and such benefit shall not be provided until the Board or Compensation Committee determines to be necessary or appropriate to comply withdate that is the earlier of (A) six (6) months and one day after the Executive’s separation from service, or to effectuate (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an exemption frominstallment basis, Section 409A. Each the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. All in-kind benefit provided and expenses eligible for reimbursement under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee provided by the Company of any particular tax effect to or incurred by the Executive of during the payments and other benefits under time periods set forth in this Agreement. With respect to All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to taxable year following the following conditions: (a) taxable year in which the expenses eligible for reimbursement or the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits to be provided or the expense eligible for reimbursement in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the . Such right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. If a To the extent that any payment obligation under or benefit described in this Agreement arises on account constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” (as defined under The determination of whether and when a separation from service has occurred shall be made in accordance with the presumption; set forth in Treasury Regulation Section 1.409A-1(h1.409A- 1(h)) while the Executive is a “specified employee” (as defined under . The parties intend that this Agreement will be administered in accordance with Section 409A of the Tax Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the pro vision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and determined all related rules and regulations in good faith by order to preserve the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect payments and benefits provided hereunder without additional cost to either party. The Company makes no representation or warranty and shall have no liability to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled Executive or any other person if any provisions of this Agreement are determined to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day constitute deferred compensation subject to Section 409A of the seventh month beginning after Code but do not satisfy an exemption from, or the date of the Executive’s separation from service orconditions of, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathsuch Section.

409A. This The parties intend that the payments and benefits provided for in this Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise either be exempt from, from Section 409A of the Tax Internal Revenue Code. This Agreement shall , as amended (the “Code”) or be administered, interpreted and construed provided in a manner consistent that complies with Section 409A. If any provision 409A of this Agreement is found not the Code. Notwithstanding anything contained herein to comply withthe contrary, all payments and benefits which are payable upon a termination of employment hereunder shall be paid or otherwise not to be exempt from, provided only upon those terminations of employment that constitute a ‘separation from service’ from the provisions Company within the meaning of Section 409A, it shall be modified and given effect, in the sole discretion 409A of the Board or Compensation Committee thereof and without requiring Code (determined after applying the Executive’s consent, presumptions set forth in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Treas. Reg. Section 409A. 1.409A-1(h)(1)). Each payment or series of payments under this Agreement or otherwise shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by 409A of the Company Code. In no event may Executive, directly or indirectly, designate the calendar year of any particular tax effect payment to be made under this Agreement or otherwise which constitutes a “deferral of compensation” within the Executive meaning of Section 409A of the payments Code. All reimbursements and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. To the extent that any reimbursements pursuant to this Agreement or otherwise are taxable to Executive, any reimbursement payment due to Executive shall be paid to Executive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred; provided, that, Executive has provided the Company written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Company’ expense reimbursement policies. Reimbursements pursuant to this Agreement or otherwise are not subject to liquidation or exchange for another benefit and the amount of such reimbursements that Executive receives in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided such reimbursements that Executive receives in any other taxable year, except for . Notwithstanding any medical reimbursement arrangement providing for the reimbursement of expenses referred to provision in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises to the contrary, if on account the date of his termination from employment with the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Company Executive is deemed to be a “specified employee” (as defined under within the meaning of Code Section 409A of and the Tax Code and determined in good faith Final Treasury Regulations using the identification methodology selected by the Compensation Committee)Company from time to time, or if none, the default methodology under Code Section 409A, any payment payments or benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferred deferral of compensation” within the meaning of Code Section 409A shall be delayed and paid or provided (as defined under Treasury Regulation Section 1.409A-1(b)(1)or commence, in the case of installments) on the first payroll date on or following the earlier of (i) the date which is six (6) months and one (1) day after giving effect to Executive’s termination of employment for any reason other than death, and (ii) the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest date of Executive’s death, and any remaining payments and benefits shall be paid on or provided in accordance with the first day normal payment dates specified for such payment or benefit. Notwithstanding any of the seventh month beginning after foregoing to the date 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 Code Section 409A, and none of the Executive’s separation from service or, if earlier, within 15 days after foregoing shall have any liability for the appointment failure of the personal representative terms of this Agreement as written to comply with, or executor be exempt from, the provisions of the Executive’s estate following his death.Code Section 409A.

409A. This Agreement and the The parties intend that any amounts payable and other benefits hereunder comply with or are intended to comply with, or otherwise be exempt from, from Section 409A of the Tax CodeInternal Revenue Code of 1986, as amended (“Section 409A”). For purposes of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner consistent with that does not result in the acceleration of taxation or the imposition of additional taxes, penalties or interest under Section 409A. If The Company and Employee agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree arc necessary or desirable to avoid the acceleration of taxation or the imposition of taxes, penalties or interest under Section 409A. With respect to the time of payments of any provision amounts under the Agreement that are “deferred compensation” subject to Section 409A, references in the Agreement to “termination of this Agreement employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A. For the avoidance of doubt, it is found not intended that any expense reimbursement made or in-kind benefit provided to comply withEmployee hereunder shall be exempt from Section 409A. Notwithstanding the foregoing, if any expense reimbursement made or otherwise not in-kind benefit provided hereunder shall be determined to be exempt from, “deferred compensation” within the provisions meaning of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: then (ai) the expenses eligible for reimbursement or the amount of in-kind benefits provided in the expense reimbursement during one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in the expense reimbursement during any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (bii) the expense reimbursement of an eligible expense shall be made no later than on or before the end last day of the Executive’s taxable year after following the year in which such the applicable expense was incurred; incurred and (ciii) the right to to, expense reimbursement or and in-kind benefits hereunder shall not be subject to liquidation or exchange for another benefit. If a payment obligation under Notwithstanding any other provision in this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive Agreement, if Employee is a “specified employee,” (as defined under in Section 409A 409A, as of the Tax Code and determined in good faith by date of termination, then to the Compensation Committee), extent any amount payable under this Agreement (i) constitutes the payment of “deferred compensation,” within the meaning of Section 409A, (as defined under Treasury Regulation ii) is payable upon Employee’s separation from service, within the meaning of Section 1.409A-1(b)(1)409A, after giving effect and (iii) would be payable prior to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3six-month anniversary of Employee’s separation from service, payment of such amount shall be delayed until and paid without interest upon the earlier to occur of (a) through (b)(12)) the date that is scheduled to be paid within six months one day after the six-month anniversary of the date of such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after service, or (b) the date of the ExecutiveEmployee’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.

409A. This Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Section 409A of the Tax Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.

409A. This Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Tax CodeInternal Revenue Code of 1983 (the “Section 409A”). This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof Company and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee Company determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by Notwithstanding the foregoing, the Company of any particular tax effect to the Executive of makes no representations that the payments and other benefits provided under this Agreement. Agreement comply with Section 409A 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 Executive on account of non-compliance with Section 409A. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; and (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of Executive’s termination of employment and if such payment is subject to Section 409A, the payment shall be paid only in connection with Executive’s “separation from service” (as defined in Treas. Reg. Section 1.409A-1(h)). If a payment obligation under this Agreement arises on account of Executive’s “separation from service” (as defined under Treasury Regulation Treas. Reg. Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Treas. Reg. Section 409A of the Tax Code and determined in good faith by the Compensation Committee1.409A-1(h)), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 fifteen (15) days after the appointment of the personal representative or executor of the Executive’s estate following his death.

409A. This Agreement Prior to the Effective Time, the Company shall take all necessary actions to permit holders of all Company Options that will be Cancelled Company Options, and which are subject to the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, penalty tax under Section 409A of the Tax CodeCode (the “409A Penalty Tax”), to elect fixed payment terms (including payment in connection with a “change in the ownership or effective control of a corporation”) for such Cancelled Company Options as permitted under the proposed regulations and related guidance under Section 409A of the Code (the “409A Correction”). This Agreement The 409A Correction shall be administered, interpreted and construed conducted in a manner consistent and compliant with Section 409A. If any provision 409A of this Agreement is found the Code and the regulations (including proposed regulations) promulgated thereunder as well as all other applicable laws. The 409A Correction shall not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, by itself result in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company accelerated vesting of any particular tax effect to Company Options. After the Executive of the payments Effective Time and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than before the end of the year after transition period under Section 409A of the year in which Code that permits the correction of discounted stock options, Parent shall use commercially reasonable efforts to commence an offer to modify all Company Options that will be Assumed Company Options that are subject to the 409A Penalty Tax (the “409A Offer”) to increase the exercise price of such expense was incurred; and (c) the right to reimbursement or in-kind benefits options as necessary so that such options shall not be subject to liquidation or exchange for another benefitthe 409A Penalty Tax. If Each eligible holder of Assumed Company Options who participates in the 409A Offer and holds Assumed Company Options that are unvested at the Effective Time shall receive a cash payment obligation under this Agreement arises on account in an amount equal to the aggregate increase in exercise price of such modified Assumed Company Options. The 409A Offer shall be conducted in a manner consistent and compliant with Section 409A of the Executive’s “separation from service” Code and the regulations (including proposed regulations) promulgated thereunder as defined under Treasury Regulation Section 1.409A-1(h)) while well as all other applicable laws. Parent, in its sole discretion, may permit certain holders of Assumed Company Options, which are vested at the Executive Effective Time, to participate in a 409A Correction instead of a 409A Offer. In the event the 409A Offer is a “specified employee” (as defined not commenced before the end of the transition period under Section 409A of the Tax Code and determined Code, Parent shall use commercially reasonable efforts to allow each holder of Assumed Company Options to participate in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect a 409A Correction prior to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day end of the seventh month beginning after the date transition period under Section 409A of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathCode.

409A. This Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not constitute or be construed as a guarantee guarantee, representation or warranty by the Company of any particular favorable tax effect or result to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s termination of employment and if such payment is subject to Section 409A, the payment shall be paid only in connection with the Executive’s “separation from service” (as defined in Treas. Reg. Section 1.409A-1(h)). If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Treas. Reg. Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Treas. Reg. Section 409A of the Tax Code and determined in good faith by the Compensation Committee1.409A-1(h)), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his her death.