Common use of 409A Clause in Contracts

409A. (a) To the extent required by Section 409A of the Code, all references to “termination of employment,” “Date of Termination” and correlative phrases for purposes of this Agreement shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payments or benefits shall not be made or commence until the earliest of (x) the expiration of the six (6) month and one day period measured from the date of the Executive’s separation from service (as defined in Section 18(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the Code. (d) To the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

409A. (a) To Notwithstanding anything to the extent required by contrary in this Agreement, the parties intend that any amounts payable hereunder comply with or are exempt from Section 409A 409A. For purposes of Section 409A, each of the Code, all references to “termination of employment,” “Date of Termination” and correlative phrases for purposes of 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 that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and Executive agree to require a “separation from service” (negotiate in good faith to make amendments to the Agreement, as defined in the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 1.409A-1(h) 409A. Notwithstanding anything else herein, to the extent any of the Treasury regulations after giving effect to the presumptions contained therein). (b) To the extent that (i) any payments or Severance Pay benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of employment with the Company constitute are treated as nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), then (i) no such payment shall be made to Executive unless Executive's termination of employment constitutes a "separation from service" with the Company (as such term is defined in Treasury Regulation Section 1.409A-l(h) and any successor provision thereto), and (ii) the if Executive is deemed at determined by the time of such termination of employment Company to be a “"specified employee” under Section 409A " for purposes of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of any portion of the CodeSeverance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), then commencement of such payments or portion of the Severance Pay benefits will be delayed for six (6) months following Executive's "separation from service" pursuant to Code § 409A, or, if sooner, until Executive's death. Delayed Severance Pay benefits (if any) shall not be made or commence until payable in a lump sum on the earliest of (x) first business day following the expiration of the such six (6) month and one day period measured from the date of the Executive’s separation from service (as defined in Section 18(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, and any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph remaining Severance Pay benefits due shall be paid as otherwise provided in Section 3(b)(i). Notwithstanding the foregoing, to the Executive maximum extent permitted by applicable law, payment of the Severance Pay benefits shall be made in reliance upon Treasury Regulation § 1.409A-l(b)(9) (with respect to separation pay plans) or the Executive’s beneficiary in one lump sumTreasury Regulation § 1.409A-l(b)(4). For the purposes The Severance Pay benefits shall be treated as a right to a series of separate payments. The provisions of this Section 18Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limited, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) construed, and interpreted in accordance with the policies of the Employersuch intent. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the Code. (d) To the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

409A. (a) To the extent required by It is intended that this Agreement will comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations and guidelines promulgated thereunder (collectively, all references “Section 409A”), to “termination of employment,” “Date of Termination” the extent the Agreement is subject thereto, and correlative phrases for purposes of this the Agreement shall be construed interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to require comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 12.14 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of his or her “separation from service” (as defined in within the meaning of Treas. Reg. Section 1.409A-1(h)) of the Treasury regulations after giving effect to the presumptions contained therein). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the CodeCode (after taking into account any applicable exceptions to such requirement), then such payments payment or benefits benefit shall not be made or commence until provided on the earliest date that is the earlier of (xi) the expiration of the six (6) month and one day 6)-month period measured from the date of the Executive’s “separation from service (as defined in Section 18(a) above) from the Company; service,” or (yii) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to (the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral“Delay Period”). Upon the expiration of the applicable deferral periodDelay Period, any all payments which and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been made during that period (whether payable in a single sum or in installments) installments in the absence of this paragraph such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) provided in accordance with the policies of the Employernormal payment dates specified for them herein. (c) It is intended that each installment of With respect to any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the Code. (d) To the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A arrangements of the CodeCompany and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefitbenefits provided, under any such arrangement in one calendar year shall may not affect the expenses amount eligible for reimbursement reimbursement, or in-kind benefits to be provided, under such arrangement in any other taxable calendar year (except for any lifetime that the health and dental plans may impose a limit on the amount that may be reimbursed or other aggregate limitation applicable to medical expensespaid), in no event shall (ii) any expenses reimbursement must be reimbursed after made on or before the last day of the calendar year following the calendar year in which the Executive incurred such expensesexpense was incurred, and in no event shall any (iii) the right to reimbursement or the provision of any in-kind benefit be benefits is not subject to liquidation or exchange for another benefit.. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.

409A. (a) If an amount or the value of a benefit under this Agreement is required to be included in an Employee’s income prior to the date such amount is actually distributed or benefit provided as a result of the failure of this Agreement (or any other arrangement required to be aggregated with this Agreement under Code Section 409A) to comply with Code Section 409A, then the Employee shall receive a distribution, in a lump sum, within ninety (90) days after the date it is finally determined that the Agreement fails to meet the requirements of Code Section 409A; such distribution shall equal the amount required to be included in the Employee’s income as a result of such failure and shall reduce the amount of payments or benefits otherwise due hereunder. (b) The Company and the Employee intend the terms of this Agreement to be in compliance with Code Section 409A. The Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit, including but not limited to consequences related to Code Section 409A. To the maximum extent required by Section 409A of the Codepermissible, all references to “termination of employment,” “Date of Termination” and correlative phrases for purposes any ambiguous terms of this Agreement shall be construed to require interpreted in a “separation from service” (as defined in manner which avoids a violation of Code Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein).409A. (bc) To the extent The Employee acknowledges that (i) any to avoid an additional tax on payments that may be payable or benefits that may be provided under this Agreement and that constitute deferred compensation that is not exempt from Code Section 409A, the Employee must make a reasonable, good faith effort to collect any payment or benefit to which the Executive becomes Employee believes the Employee is entitled hereunder no later than ninety (90) days after the latest date upon which the payment could have been made or benefit provided under this Agreement, and if not paid or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payments or benefits shall not be made or commence until the earliest of (x) the expiration of the six (6) month and one day period measured from the date of the Executive’s separation from service (as defined in Section 18(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that must take further enforcement measures within one hundred eighty (180) days after such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the Codelatest date. (d) To The Employee acknowledges that in the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A discretion of the Code, Company a portion of the benefits hereunder may be accelerated up to the amount of the withholding requirement for taxes under Code Section 3121(v) (i.e., FICA taxes) related to the benefits hereunder; any such expenses eligible for reimbursement, or acceleration shall reduce the provision amount of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefitpayments otherwise due hereunder.

409A. (a) To the maximum extent required by permitted, this Agreement is intended to not constitute a “nonqualified deferred compensation plan” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) but in any event will be interpreted to comply with Section 409A. In the event this Agreement or any benefit paid under this Agreement to Employee is deemed to be subject to Section 409A, Employee consents to the Company’s adoption of such conforming amendments as the CodeCompany deems advisable or necessary, all references in its sole discretion (but without an obligation to “termination do so), to comply with Section 409A and avoid the imposition of employment,” “Date of Termination” and correlative phrases for taxes under Section 409A. For purposes of this Agreement shall be construed to require Agreement, a termination of employment means a “separation from service” as defined in Section 409A. Each payment made pursuant to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. To the extent any nonqualified deferred compensation payment to Employee could be paid in one or more of Employee’s taxable years depending upon Employee completing certain employment-related actions, then any such payments will commence or occur in the later taxable year to the extent required by Section 409A. If upon Employee’s “separation from service” within the meaning of Section 409A, Employee is then a “specified employee” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect 409A), then solely to the presumptions contained therein). (b) To extent necessary to comply with Section 409A and avoid the extent that (i) any payments or benefits to which the Executive becomes entitled imposition of taxes under this AgreementSection 409A, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of employment with the Company constitute shall defer payment of “nonqualified deferred compensation compensation” subject to Section 409A payable as a result of the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payments or benefits shall not be made or commence until the earliest of (x) the expiration of the within six (6) month and one day period measured from the date of the Executive’s separation from service (as defined in Section 18(a) above) from the Company; or (y) the date of the Executive’s death months following such “separation from service; provided, however, that such deferral shall only be effected to ” until the extent required to avoid adverse tax treatment to the Executive, including earlier of (without limitationi) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the Code. (d) To the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last first business day of the calendar year seventh month following Employee’s “separation from service,” or (ii) ten (10) days after the calendar year in which the Executive incurred Company receives written confirmation of Employee’s death. Any such expenses, and in no event delayed payments shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefitmade without interest.

409A. (a) To Notwithstanding any other provision to the extent required by contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of “deferred compensation” (as such term is defined in Section 409A of the Code, all references to “Code and the Treasury Regulations promulgated thereunder) upon or following a termination of employment,” “Date of Termination” and correlative phrases for purposes of this Agreement shall be construed to require employment unless such termination is also a “separation from service” (as defined in from the Company within the meaning of Section 409A of the Code and Section 1.409A-1(h) of the Treasury regulations after giving effect Regulations and, for purposes of any such provision of this Agreement, references to the presumptions contained therein)a “separation,” “termination,” “termination of employment” or like terms shall mean “separation from service.” (b) To Notwithstanding any other provision to the extent that (i) contrary, in no event shall any payments or benefits to which the Executive becomes entitled payment under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination Agreement that constitutes “deferred compensation” for purposes of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payments or benefits shall not be made or commence until the earliest of (x) the expiration of the six (6) month and one day period measured from the date of the Executive’s separation from service (as defined in Section 18(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due promulgated thereunder be subject to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of offset by any other amount unless otherwise permitted by Section 409A of the Code. (dc) To For the extent avoidance of doubt, any expense reimbursement or the provision of any in-kind benefit payment due under this Agreement within a period following the Executive’s termination of employment or other event, shall be made on a date during such period as determined by the Company in its sole discretion. (d) It is determined intended that the Agreement, to the extent practicable, comply and be subject to interpreted in accordance with Section 409A of the Code, and the Company shall, as necessary, adopt such conforming amendments as are necessary to comply with Section 409A of the Code without reducing the benefits payable hereunder without the express written consent of the Executive. (e) To the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the Executive participates during the term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (i) the amount of any such expenses eligible for reimbursement, reimbursement or the provision of any in-kind benefit, payment under such plan or arrangement in one calendar year shall may not affect the expenses amount eligible for reimbursement or payment in any other taxable calendar year (except for any lifetime that a plan providing medical or other aggregate limitation health benefits may impose a generally applicable to medical expenseslimit on the amount that may be reimbursed or paid), in no event shall (ii) subject to any expenses shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be reimbursed after made on or before the last day of the calendar year following the calendar year in which the Executive incurred expense was incurred; and (iii) any such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit payment may not be subject to liquidation or exchange for another benefit, all in accordance with Section 1.409A-3(i)(1)(iv) of the Treasury Regulations. (f) By accepting this Agreement, the Executive hereby agrees and acknowledges that the Company does not make any representations with respect to the application of Section 409A of the Code to any tax, economic or legal consequences of any payments payable to the Executive hereunder. Further, by the acceptance of this Agreement, the Executive acknowledges that (i) the Executive has obtained independent tax advice regarding the application of Section 409A of the Code to the payments due to the Executive hereunder, (ii) the Executive retains full responsibility for the potential application of Section 409A of the Code to the tax and legal consequences of payments payable to the Executive hereunder and (iii) the Company shall not indemnify or otherwise compensate the Executive for any violation of Section 409A of the Code that my occur in connection with this Agreement.

409A. (a) To Notwithstanding anything to the extent required by contrary set forth herein, any payments and benefits provided under this Agreement that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, all references to “Section 409A”) shall not commence in connection with your termination of employment,” “Date of Termination” employment unless and correlative phrases for purposes of this Agreement shall be construed to require until you have also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein(“Separation From Service”). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of employment with unless the Company constitute deferred compensation subject reasonably determines that such amounts may be provided to Section 409A of you without causing you to incur the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employee” additional 20% tax under Section 409A of the Code, then such payments or benefits shall not be made or commence until the earliest of (x) the expiration of the six (6) month and one day period measured from the date of the Executive’s separation from service (as defined in Section 18(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer. (c) 409A. It is intended that each installment of any benefits or payments severance pay provided hereunder constitute for in this Agreement is a separate payment “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It For the avoidance of doubt, it is further intended that severance payments hereunder set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9). If the Company (as or, if applicable, the successor entity thereto) determines that any payments or benefits constitute “deferred compensation” under Section 409A and you are, on the termination of service, a “short-specified employee” of the Company or any successor entity thereto, as such term deferral”is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments and Section 1.409A-1(b)(9benefits shall be delayed until the earlier to occur of: (a) the date that is six months and one day after your Separation From Service, or (as b) the date of your death (such applicable date, the “separation pay due to involuntary separationSpecified Employee Initial Payment Date”). The parties intend On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (i) pay to you a lump sum amount equal to the sum of the payments and benefits that all you would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of such amounts had not been so delayed pursuant to this Section and (ii) commence paying the balance of the payments and benefits and payments in accordance with the applicable payment schedules set forth in this Agreement. All reimbursements provided under this Agreement shall be exempt from, or comply with, subject to the requirements following requirements: (i) the amount of Section 409A of the Code. (d) To the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such benefits provided or reimbursable expenses eligible for reimbursement, or the provision of any in-kind benefit, incurred in one calendar taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year year, (except for any lifetime or other aggregate limitation applicable to medical expenses)ii) all reimbursements shall be paid as soon as administratively practicable, but in no event shall any expenses reimbursement be reimbursed paid after the last day of the calendar taxable year following the calendar taxable year in which the Executive incurred such expensesexpense was incurred, and in no event shall any (iii) the right to reimbursement or the provision of any in-kind benefit be benefits is not subject to liquidation or exchange for another any other benefit.. It is intended that all payments and benefits under this Agreement shall either comply with or be exempt from the requirements of Section 409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Section 409A.

409A. (a) To the extent required by This Agreement will be administered, interpreted and construed in compliance with Section 409A of the CodeInternal Revenue Code and the regulations and other guidance promulgated thereunder (“Section 409A”), all references including any exemption thereunder. With respect to payments, if any, subject to Section 409A (and not excepted therefrom), each such payment is paid as a result of a permissible distribution event, and at a specified time, consistent with Section 409A. Executive has no right to, and there shall not be, any acceleration or deferral with respect to payments hereunder. Executive acknowledges and agrees that Employer shall not be liable for, and nothing provided or contained in this Agreement will obligate or cause Employer to be liable for, any tax, interest or penalties imposed on Executive related to or arising with respect to any violation of Section 409A. For purposes of this Agreement, any reference to “termination of employment,”, “termination” “Date of Termination” and correlative phrases for purposes of this Agreement or similar reference shall be construed to require be a reference to “separation from service” within the meaning of Section 409A. (b) Notwithstanding any other provision of this Agreement to the contrary, to the extent that any amount payable or benefit to be provided under this Agreement constitutes an amount payable or benefit to be provided under a “nonqualified deferred compensation plan” (as defined in Section 409A) that is not exempt from Section 409A, and such amount or benefit is payable or to be provided as a result of a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein409A). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employee” (as defined and determined under Section 409A and any relevant procedures that either Employer Entity may establish) at the time of her “separation from service,” then such payment or benefit will not be made or provided to Executive until the Codeday after the date that is six months following Executive’s “separation from service,” at which time all payments or benefits that otherwise would have been paid or provided to Executive under this Agreement during that six-month period, then but were not paid or provided because of this clause, will be paid or provided, with any cash payment to be made in a single lump sum (without any interest with respect to that six-month period). This six-month delay will cease to be applicable if Executive “separates from service” due to death or if Executive dies before the six-month period has elapsed, in which event any such payments or benefits shall not will be made paid or commence until the earliest of (x) the expiration of the six (6) month and one day period measured from the date of the provided to Executive’s separation from service (estate as defined contemplated in Section 18(a) 9, above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the Code. (d) To the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

409A. (a) To the extent required by Section 409A of the Code, all references to “termination of employment,” “Date of Termination” and correlative phrases for For purposes of this Agreement shall letter, a termination of employment will be construed determined consistent with the rules relating to require a “separation from service” (as defined in Section 1.409A-1(h) 409A of the Treasury Internal Revenue Code of I 986, as amended, and the regulations after giving effect thereunder (“Section 409A”). Notwithstanding anything else provided herein, to the presumptions contained therein). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled provided under this Agreement, or under any other plan, program or letter agreement maintained by the Employer, in connection with the Executive’s termination of employment with the Company your separation from service constitute deferred compensation subject to Section 409A of the Code 409A, and (ii) the Executive is you are deemed at the time of such termination of full-time employment to be a “specified employee” under Section 409A of the Code409A, then then, in order to comply with Section 409A, such payments or benefits payment shall not be made or commence until the earliest earlier of (xi) the day after the expiration of the six (6) -month and one day period measured from the date of the Executive’s your separation from service (as defined in Section 18(a) above) from the Company; Company or (yii) the date of the Executive’s your death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executiveyou including, including (without limitation) , the additional twenty percent (20%) tax for which the Executive you would otherwise be liable under Section 409A(a)(1)(B409A(a)(l)(B) of the Code in the absence of such a deferral. Upon The first payment thereof will include a catch-up payment covering the expiration of the applicable deferral period, any payments which amount that would have otherwise been made paid during that the period (whether in a single sum or in installments) in between your termination of full-time employment and the absence first payment date but for the application of this paragraph shall provision, and the balance of the installments (if any) will be paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) payable in accordance with their original schedule. To the policies extent that any provision of this letter agreement is ambiguous as to its compliance with Section 409A, the Employer. (c) It is intended provision will be read in such a manner so that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that all payments hereunder satisfy, to comply with Section 409A. To the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided payment under Treasury Regulations Section 1.409A-1(b)(4) (this letter agreement may be classified as a “short-term deferral”) and ” within the meaning of Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement 409A, such payment shall be exempt fromdeemed a short-term deferral, or comply with, the requirements even if it may also qualify for an exemption from Section 409A under another provision of Section 409A 409A. Payments pursuant to this letter agreement are intended to constitute separate payments for purposes of Section l.409A-2(b)(2) of the Code. (d) To Treasury Regulations. Notwithstanding any provision hereof to the extent contrary, if any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be payment constitutes nonqualified deferred compensation subject to Section 409A 409A, and such payment would otherwise be paid (assuming the release of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, claims described in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable Section 10 is given) prior to medical expenses), in no event shall any expenses be reimbursed after the last day on which the release could become irrevocable assuming the latest possible execution and delivery of the release (such last day, the “Release Deadline”), and if the employment termination date and the Release Deadline span two calendar years, then such payments shall be made, if ever, only in the second calendar year, even if the release becomes irrevocable in the first calendar year following (and any remaining payments due shall be paid or provided in accordance with the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange normal payment dates specified for another benefitthem herein).

409A. (a) To the maximum extent required by permitted, the Agreement is intended to not constitute a “nonqualified deferred compensation plan” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) but in any event will be interpreted to comply with Section 409A. In the event this Agreement or any benefit paid under this Agreement to Employee is deemed to be subject to Section 409A, Employee consents to the Company’s adoption of such conforming amendments as the CodeCompany deems advisable or necessary, all references in its sole discretion (but without an obligation to “termination do so), to comply with Section 409A and avoid the imposition of employment,” “Date of Termination” and correlative phrases for taxes under Section 409A. For purposes of this Agreement shall be construed to require Agreement, a termination of employment means a “separation from service” as defined in Section 409A. Each payment made pursuant to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. To the extent any nonqualified deferred compensation payment to Employee could be paid in one or more of Employee’s taxable years depending upon Employee completing certain employment-related actions, then any such payments will commence or occur in the later taxable year to the extent required by Section 409A. If upon Employee’s “separation from service” within the meaning of Section 409A, Employee is then a “specified employee” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect 409A), then solely to the presumptions contained therein). (b) To extent necessary to comply with Section 409A and avoid the extent that (i) any payments or benefits to which the Executive becomes entitled imposition of taxes under this AgreementSection 409A, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of employment with the Company constitute shall defer payment of “nonqualified deferred compensation compensation” subject to Section 409A payable as a result of the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payments or benefits shall not be made or commence until the earliest of (x) the expiration of the within six (6) month and one day period measured from the date of the Executive’s separation from service (as defined in Section 18(a) above) from the Company; or (y) the date of the Executive’s death months following such “separation from service; provided, however, that such deferral shall only be effected to ” until the extent required to avoid adverse tax treatment to the Executive, including earlier of (without limitationi) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the Code. (d) To the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last first business day of the calendar year seventh month following Employee’s “separation from service,” or (ii) ten (10) days after the calendar year in which the Executive incurred Company receives written confirmation of Employee’s death. Any such expenses, and in no event delayed payments shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefitmade without interest.

409A. (a) To the extent required by The Plan and this Agreement are designed and administered to be exempt from Section 409A of the Code, all references to “termination of employment,” “Date of Termination” and correlative phrases for purposes of this Agreement shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein). (b) . To the extent that (i) the Administrator or any payments or benefits to which the Executive becomes entitled under this Agreement, or under governmental agency determines that any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive PSU granted hereunder is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payments or benefits shall not be made or commence until the earliest of (x) the expiration of the six (6) month and one day period measured from the date of the Executive’s separation from service (as defined in Section 18(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the Code. (d) To the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount Agreement shall incorporate (or shall be amended to incorporate) the terms and conditions necessary to avoid the consequences specified in Section 409A(a) of the Code. Notwithstanding anything in this Agreement to the contrary, if any amounts that become due under this Agreement on account of ▇▇▇▇▇▇▇’s termination of employment constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, payment of such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year amounts shall not affect commence until Grantee incurs a Separation From Service. If, at the expenses eligible for reimbursement in any other taxable year time of ▇▇▇▇▇▇▇’s Separation From Service under this Agreement, Grantee is a “specified employee” (except for any lifetime or other aggregate limitation applicable to medical expenseswithin the meaning of Section 409A of the Code), in no event shall any expenses amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that become payable on account of Grantee’s Separation From Service will not be reimbursed paid until after the last day end of the sixth calendar year following month beginning after ▇▇▇▇▇▇▇’s Separation From Service (“409A Suspension Period”) to the extent necessary to avoid the imposition of taxes under Section 409A of the Code. Within 14 calendar year in which days after the Executive incurred such expensesend of the 409A Suspension Period, and in no event Grantee shall be paid a lump sum payment equal to any right payments delayed because of the preceding sentence, without interest. Thereafter, Grantee shall receive any remaining benefits as if there had not been an earlier delay. Each payment or benefit payable under this Agreement is intended to reimbursement or constitute a separate payment for purposes of Section 409A of the provision of any in-kind benefit be subject to liquidation or exchange for another benefitCode.

409A. (a) To Notwithstanding anything herein to the extent required by contrary, this Agreement is intended to be interpreted and applied so that the payment of the compensation and benefits set forth herein either shall either be exempt from the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code, all references to “termination ”) or shall comply with the requirements of employment,” “Date of Termination” and correlative phrases for purposes such provision. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is a “specified employee” within the meaning of Section 409A, any payments or arrangements due upon or following a termination of Executive’s employment under any arrangement that constitutes a “nonqualified deferral of compensation” within the meaning of Section 409A and shall be construed to require a delayed and paid or provided, without interest, on the earlier of (i) the first business day after the date which is six months after Executive’s “separation from service” (as such term is defined in Section 1.409A-1(h409A and the regulations and other published guidance thereunder) for any reason other than death, and (ii) the date of the Treasury regulations after giving effect to the presumptions contained therein)Executive’s death. (bc) To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with After the Executive’s termination of employment, the Executive shall have no duties or responsibilities that are inconsistent with having a “separation from service” within the meaning of Section 409A and, notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment with the Company constitute of nonqualified deferred compensation subject may only be made upon a “separation from service” as determined under Section 409A and such date shall be the Termination Date for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement which constitutes a “nonqualified deferral of compensation” within the meaning of Section 409A and to the extent an amount is payable within a time period, the time during which such amount is paid shall be in the discretion of the Employer. (d) Notwithstanding any other provision of this Agreement to the contrary, in the event, and to the extent that, the provision or reimbursement of costs incurred in connection with any post-termination welfare benefits provided under this Agreement results in the deferral of compensation within the meaning of Section 409A of the Code because the benefits are outside the scope of Section 1.409A-l(b)(9)(v) of the Treasury Regulations and (ii) result in the Executive is deemed at deferral of compensation within the time meaning of such termination of employment to be a “specified employee” under Section 409A of the Code, then the reimbursement or provision of such payments or benefits shall not be made or commence until the earliest of (x) the expiration of the six (6) month and one day period measured from the date of the Executive’s separation from service (as defined in Section 18(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected subject to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of Section 409A lA09A-3(i)(1)(iv) of the Code. Treasury Regulations, and (d1) To reimbursements or benefits shall be provided only during the extent any expense applicable period specified in the Agreement, (2) the amount of expenses eligible for reimbursement or the provision of any in-benefits provided in kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one during a particular calendar year shall not affect the expenses eligible for reimbursement or the in kind benefits to be provided in any other taxable year calendar year, (except for 3) the reimbursement of any lifetime eligible expense shall be made on or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day before December 31 of the calendar year following the calendar year in which the Executive expense was incurred provided reasonable documentation of such expensesexpense is submitted to the Company within ninety (90) days after the date any such expense was incurred, and in no event shall any (4) the Executive’s right to reimbursement or the provision of any in-kind benefit benefits shall not be subject to liquidation or exchange for another benefit.

409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Section 8(c) herein shall be made in reliance upon Treas. Reg. Section 1.409A-1(b)(9) (aSeparation Pay Plans) To or Treas. Reg. Section 1.409A-1(b)(4) (Short-Term Deferrals). For this purpose each monthly payment shall be considered a separate and distinct installment payment. However, to the extent required by Section 409A of the Code, all references to “termination of employment,” “Date of Termination” and correlative phrases for purposes of this Agreement shall be construed to require a “separation from service” (any such payments are treated as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of employment with the Company constitute non-qualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then (i) no amount shall be payable pursuant to Section 8(c) unless Executive’s termination of employment constitutes a “separation from service” within the meaning of Treas. Reg. Section 1.409A-1(h) and (ii) the if Executive is deemed at the time of such termination of employment Executive’s separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the termination benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s termination benefits shall not be provided to Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of Executive’s “separation from service” with the Company (as such term is defined in the Treasury Regulations issued under Section 409A of the Code, then such payments ) or benefits shall not be made or commence until the earliest of (xB) the expiration of the six (6) month and one day period measured from the date of Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 32 shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. The determination of whether Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of Executive’s separation from service (as defined in Section 18(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) Company in accordance with the policies of the Employer. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treas. Reg. Section 1.409A-1(i) and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”successor provision thereto). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the Code. (d) To the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

409A. (a) To This Agreement is intended to provide payments that are exempt from and/or that comply with the extent required by provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and related regulations and Treasury pronouncements (“Section 409A”), all references to “termination of employment,” “Date of Termination” and correlative phrases for purposes of this Agreement shall be construed interpreted accordingly (it being understood that the payment of any reimbursement hereunder shall be made in a manner exempt from, or in compliance with, Section 409A and the applicable policies and guidelines of the Company). If any provision of this Agreement would cause Employee to require incur any additional tax under Section 409A, this Agreement shall be deemed amended to reform, and/or the parties hereto will in good faith attempt to reform, the provision in a manner that maintains, to the extent possible, the original intent of the applicable provision without violating the provisions of Section 409A. Notwithstanding anything herein to the contrary, if on the date of Employee’s separation from service Employee is a “separation from servicespecified employee,” (as defined in Section 1.409A-1(h) 409A, then any portion of the Treasury regulations after giving effect any payments, benefits or other consideration under this Agreement that are determined to be subject to the presumptions contained therein). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained additional tax provided by the Employer, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payments or benefits shall not be made or commence until the earliest of (x) the expiration of the six (6) month and one day period measured from the date of the Executive’s separation from service (as defined in Section 18(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration if not delayed as required by Section 409A(a)(2)(B)(i) of the applicable deferral periodCode shall be delayed until the first (1st) business day of the seventh (7th) month following Employee’s separation from service date (or, any payments which would have otherwise been made during that period (whether in a single sum or in installmentsif earlier, Employee’s date of death) in the absence of this paragraph and shall be paid to as a lump sum on such date. Employee acknowledges and agrees that Employee has obtained no advice from the Executive Company or any of its affiliates, or any of their respective officers, directors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and that none of such persons or entities have made any representation regarding the Executivetax consequences, if any, of Employee’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies receipt of the Employer. (c) It payments, benefits and other consideration provided for in this Agreement. Employee further acknowledges and agrees that Employee is intended personally responsible for the payment of all federal, state and local taxes that each installment are due, or may be due, for any payments and other consideration received by Employee under this Agreement. Employee agrees to hold the Company harmless for any and all taxes, penalties or other assessments that Employee is, or may become, obligated to pay on account of any benefits or payments made and other consideration provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided Employee under this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the CodeAgreement. (d) To the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

409A. (a) To the extent required by a. This Agreement is intended to comply with Section 409A of the CodeUnited States Internal Revenue Code (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, all references payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to “termination of employment,” “Date of Termination” and correlative phrases for an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be construed treated as a separate payment. b. Any payments to require be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” (as defined under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this 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 Employee on account of non-compliance with Section 1.409A-1(h) 409A. c. Notwithstanding any other provision of the Treasury regulations after giving effect to the presumptions contained therein). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, if any payment or under any other plan, program or agreement maintained by benefit provided to the Employer, Employee in connection with the Executive’s his/her termination of employment with is determined to constitute “nonqualified deferred compensation” within the Company constitute deferred compensation subject to meaning of Section 409A of and the Code and (ii) the Executive Employee is deemed at the time of such termination of employment determined to be a “specified employee” under as defined in Section 409A of the Code409A(a)(2)(b)(i), then such payments payment or benefits benefit shall not be made or commence paid until the earliest first payroll date to occur following the six-month anniversary of (x) the expiration of the six (6) month and one day period measured from the date of termination of Employee’s employment or, if earlier, on the ExecutiveEmployee’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date and interest on such amounts calculated based on the applicable federal rate published by the Internal Revenue Service for the month in which the Employee’s separation from service (as defined in Section 18(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph occurs shall be paid to the Executive or Employee in a lump sum on the Executive’s beneficiary in one lump sum. For the purposes of this Section 18Specified Employee Payment Date and thereafter, the term “specified employee” means an individual determined by the Employer to any remaining payments shall be a specified employee under Treasury regulation Section 1.409A-1(i) paid without delay in accordance with the policies of the Employertheir original schedule. (c) It is intended that d. To the extent required by Section 409A, each installment of any benefits reimbursement or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “shortin-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments kind benefit provided under this Agreement shall be exempt from, or comply with, provided in accordance with the requirements of Section 409A of the Code. following: (di) To the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefitbenefits provided, in one during each calendar year shall cannot affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other taxable year calendar year; (except for ii) any lifetime reimbursement of an eligible expense shall be paid to the Employee on or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after before the last day of the calendar year following the calendar year in which the Executive incurred such expenses, expense was incurred; and in no event shall (iii) any right to reimbursement reimbursements or the provision of any in-kind benefit benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

409A. (a) To The intent of the parties is that payments and benefits under this Agreement are exempt from or comply with Section 409A of the Code, to the extent required subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. In the event that any provision of Agreement or any other agreement or award referenced herein is mutually agreed by the parties to be in violation of Section 409A of the Code, the parties shall cooperate reasonably to attempt to amend or modify this Agreement (or other agreement or award) in order to avoid a violation of Section 409A of the Code while attempting to preserve the economic intent of the applicable provision to the extent permitted by Section 409A of the Code, all references to “termination of employment,” “Date of Termination” and correlative phrases for purposes of this Agreement shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect . Notwithstanding anything contained herein to the presumptions contained therein). (b) To the extent that (i) any payments or benefits to which contrary, the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of shall not be considered to have terminated employment with the Company constitute deferred compensation for purposes of any payments under this Agreement which are subject to Section 409A of the Code until the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Notwithstanding anything to the contrary herein, to the extent it is determined that any such payments or benefits constitute “deferred compensation” under Section 409A and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employee,” as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of such payments shall be delayed as follows: on the earlier of six months and one day after the Executive’s separation from service or the date of the Executive’s death, the Company shall (A) pay to the Executive a lump sum amount equal to the sum of the payments that the Executive would otherwise have received through the delayed payment date, and (B) commence any remaining payments in accordance with the terms of this Agreement or such other plan or arrangement of deferred compensation, as applicable. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, then such payments amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or benefits any other arrangement between the Executive and the Company during the six−month period immediately following the Executive’s separation from service shall not instead be made or commence until paid on the earliest of (x) the expiration of the six (6) month and one first business day period measured from after the date of that is six months following the Executive’s separation from service (as defined in Section 18(a) above) from the Company; or (y) the date of or, if earlier, the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to date of death). To the extent required to avoid adverse an accelerated or additional tax treatment under Section 409A of the Code, amounts reimbursable to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph Agreement shall be paid to the 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 benefits provided to the Executive’s beneficiary ) during one year may not affect amounts reimbursable or provided in one lump sumany subsequent year. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies The Company makes no representation that any or all of the Employer. (c) It is intended that each installment of any benefits payments described in this Agreement will be exempt from or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of comply with Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due makes no undertaking to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of preclude Section 409A of the Code. (d) To the extent Code from applying to any expense reimbursement or the provision such payment. For purposes of any in-kind benefit under this Agreement is determined to be subject to Section 16(j), Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year Code shall not affect the expenses eligible for reimbursement in include all Treasury regulations and any other taxable year (except for any lifetime guidance promulgated thereunder or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefitpublished with respect thereto.

409A. (a) To It is intended that the extent required by payments and benefits under this Agreement comply with Section 409A of the CodeCode (together with the Treasury Regulations relating thereto, all references “Section 409A”), or satisfy the requirements for an exemption to “termination Section 409A, in each case, to the extent applicable to this Agreement and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith (or to be in satisfaction of employment,” “Date of Termination” and correlative phrases an exemption therefrom). Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement Agreement, no Termination Date shall be construed deemed to require have occurred, and no payment otherwise payable upon a termination of the Executive’s employment shall be paid to the Executive under this Agreement unless and until the Executive’s termination of employment constitutes a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of employment with from the Company constitute deferred compensation subject to within the meaning of Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employeeSeparation from Service”). Any payments described in this Agreement that qualify for the “short-term deferral” under exception from Section 409A as described in Treasury Regulation Section 1.409A-1(b)(4) will be paid under such exception. For purposes of the CodeSection 409A (including, then such payments or benefits shall not be made or commence until the earliest of (x) the expiration of the six (6) month and one day period measured from the date of the Executive’s separation from service (as defined in Section 18(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i1.409A-2(b)(2)(iii) and the application of the short-term deferral exception), each payment under this Agreement will be treated as a separate payment and any right to a series of installment payments pursuant to this Agreement will be treated as a right to a series of separate payments. It is further intended that payments hereunder satisfyNotwithstanding anything to the contrary in this Agreement (whether under this Agreement or otherwise), to the greatest extent possible, the exemptions from the application delayed commencement of Section 409A any portion of the Code payments to be made to the Executive upon his Separation from Service is required to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, such portion of the payments shall be delayed and paid on the first business day after the earlier of (i) the date that is six (6) months following such Separation from Service and (ii) the Executive’s death. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due payments or amounts reimbursable to involuntary separation”). The parties intend that all the benefits and payments provided Executive under this Agreement shall be exempt from, paid or comply with, reimbursed to the requirements of Section 409A of the Code. (d) To the extent any expense reimbursement Executive on or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after before the last day of the calendar year following the calendar year in which the Executive expense was incurred such expenses, and in no event shall any right to the amount of expenses eligible for reimbursement or the provision of any (and in-kind benefit benefits provided to the Executive) during any one calendar year may not affect amounts reimbursable or provided in any subsequent calendar year and the Executive’s right to such reimbursements (or in-kind benefits) may not be subject liquidated or exchanged for any other benefit. With respect to liquidation or exchange for another benefitany payments hereunder that may be made during any particular payment window (e.g., within sixty days) rather than on a specified payment date, the Company shall have the right to determine the exact payment date within such payment window.

409A. (a) To It is intended that the extent required by payments and benefits under this Agreement comply with Section 409A of the CodeCode (together with the Treasury Regulations relating thereto, all references “Section 409A”), or satisfy the requirements for an exemption to “termination Section 409A, in each case, to the extent applicable to this Agreement and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith (or to be in satisfaction of employment,” “Date of Termination” and correlative phrases an exemption therefrom). Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement Agreement, no Termination Date shall be construed deemed to require have occurred, and no payment otherwise payable upon a termination of the Executive’s employment shall be paid to the Executive under this Agreement unless and until the Executive’s termination of employment constitutes a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of employment with from the Company constitute deferred compensation subject to within the meaning of Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employeeSeparation from Service”). Any payments described in this Agreement that qualify for the “short-term deferral” under exception from Section 409A of the Code, then such payments or benefits shall not be made or commence until the earliest of (x) the expiration of the six (6) month and one day period measured from the date of the Executive’s separation from service (as defined described in Section 18(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i)1.409A-1(b)(4) will be paid under such exception. It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii) and any state law the application of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “the short-term deferral”deferral exception), each payment under this Agreement will be treated as a separate payment and any right to a series of installment payments pursuant to this Agreement will be treated as a right to a series of separate payments. Notwithstanding anything to the contrary in this Agreement (whether under this Agreement or otherwise), to the extent delayed commencement of any portion of the payments to be made to the Executive upon his Separation from Service is required to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, such portion of the payments shall be delayed and paid on the first business day after the earlier of (i) the date that is six (6) months following such Separation from Service and (ii) the Executive’s death. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 1.409A-1(b)(9) (as “separation pay due 409A, any payments or amounts reimbursable to involuntary separation”). The parties intend that all the benefits and payments provided Executive under this Agreement shall be exempt from, paid or comply with, reimbursed to the requirements of Section 409A of the Code. (d) To the extent any expense reimbursement Executive on or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after before the last day of the calendar year following the calendar year in which the Executive expense was incurred such expenses, and in no event shall any right to the amount of expenses eligible for reimbursement or the provision of any (and in-kind benefit benefits provided to the Executive) during any one calendar year may not affect amounts reimbursable or provided in any subsequent calendar year and the Executive’s right to such reimbursements (or in-kind benefits) may not be subject liquidated or exchanged for any other benefit. With respect to liquidation or exchange for another benefitany payments hereunder that may be made during any particular payment window (e.g., within sixty days) rather than on a specified payment date, the Company shall have the right to determine the exact payment date within such payment window.

409A. (a) To It is intended that this Agreement will comply with Section 409A and Section 457A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”), to the extent required by the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A or Section 457a, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 12.14 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, all references to “termination if the Executive is deemed on the date of employment,” “Date of Termination” and correlative phrases for purposes of this Agreement shall be construed to require a his or her “separation from service” (as defined in within the meaning of Treas. Reg. Section 1.409A-1(h)) of the Treasury regulations after giving effect to the presumptions contained therein). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the CodeCode (after taking into account any applicable exceptions to such requirement), then such payments payment or benefits benefit shall not be made or commence until provided on the earliest date that is the earlier of (xi) the expiration of the six (6) month and one day 6)-month period measured from the date of the Executive’s 's “separation from service (as defined in Section 18(a) above) from the Company; service,” or (yii) the date of the Executive’s 's death following such separation from service; provided, however, that such deferral shall only be effected to (the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral“Delay Period”). Upon the expiration of the applicable deferral periodDelay Period, any all payments which and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been made during that period (whether payable in a single sum or in installments) installments in the absence of this paragraph such delay) shall be paid or reimbursed to the Executive or the Executive’s beneficiary in one a lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (sum and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) remaining payments and Section 1.409A-1(b)(9) (as “separation pay benefits due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, paid or comply with, provided in accordance with the requirements of Section 409A of the Codenormal payment dates specified for them herein. (d) To the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

409A. (a) To Notwithstanding anything to the extent required by contrary in this Agreement, the parties intend that any amounts payable hereunder comply with or are exempt from Section 409A 409A. For purposes of Section 409A, each of the Code, all references to “termination of employment,” “Date of Termination” and correlative phrases for purposes of 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 that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and Executive agree to require a “separation from service” (Execution Version Employment Agreement ▇▇▇▇ ▇▇▇▇▇▇▇ negotiate in good faith to make amendments to the Agreement, as defined in the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 1.409A-1(h) 409A. Notwithstanding anything else herein, to the extent any of the Treasury regulations after giving effect to the presumptions contained therein). (b) To the extent that (i) any payments or Severance Pay benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of employment with the Company constitute are treated as nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), then (i) no such payment shall be made to Executive unless Executive's termination of employment constitutes a "separation from service" with the Company (as such term is defined in Treasury Regulation Section 1.409A-l(h) and any successor provision thereto), and (ii) the if Executive is deemed at determined by the time of such termination of employment Company to be a “"specified employee” under Section 409A " for purposes of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of any portion of the CodeSeverance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), then commencement of such payments or portion of the Severance Pay benefits will be delayed for six (6) months following Executive's "separation from service" pursuant to Code § 409A, or, if sooner, until Executive's death. Delayed Severance Pay benefits (if any) shall not be made or commence until payable in a lump sum on the earliest of (x) first business day following the expiration of the such six (6) month and one day period measured from the date of the Executive’s separation from service (as defined in Section 18(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, and any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph remaining Severance Pay benefits due shall be paid as otherwise provided in Section 3(b)(i). Notwithstanding the foregoing, to the Executive maximum extent permitted by applicable law, payment of the Severance Pay benefits shall be made in reliance upon Treasury Regulation § 1.409A-l(b)(9) (with respect to separation pay plans) or the Executive’s beneficiary in one lump sumTreasury Regulation § 1.409A-l(b)(4). For the purposes The Severance Pay benefits shall be treated as a right to a series of separate payments. The provisions of this Section 18Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limited, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) construed, and interpreted in accordance with the policies of the Employersuch intent. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the Code. (d) To the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

409A. (a) To Payments, if any, pursuant to the extent required by Deferral of Base Salary provisions in Section 1 above, are intended to comply with the short-term deferral exception under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and therefore such payments must be paid no later than March 15, all references 2014. Payments, if any, pursuant to “the Change of Control Bonus provisions in Section 2 above, or any other payment otherwise required under a plan or arrangement of the Company to be made to you after a termination of employment,” “Date your employment that the Company reasonably determines is subject to Section 409A(a)(2)(B)(i) of Termination” and correlative phrases for purposes the Code shall not be paid or payment commenced until the later of this Agreement shall be construed to require a (a) six months after the date of your “separation from service” (as defined in Section 1.409A-1(h) within the meaning of the Treasury regulations after giving effect to the presumptions contained therein). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code Code) and (iib) the Executive is deemed at payment date or commencement date specified in this Agreement for such payment(s). On the time earliest date on which such payment(s) can be made or commenced without violating the requirements of such termination Section 409A(a)(2)(B)(i) of employment the Code, the Company shall pay you, in a single lump sum, an amount equal to be a “specified employee” the aggregate amount of all payments delayed pursuant to the preceding sentence. Such delay, to the extent required, will not affect the timing of any installments or other payments otherwise payable after the delay period imposed under Section 409A of the Code. In addition, then other provisions of this Agreement or any other such payments plan or benefits arrangement notwithstanding, the Company shall not be made have no right to accelerate or commence until delay any such payment or to make any such payment as the earliest result of (x) the expiration of the six (6) month and one day period measured from the date of the Executive’s separation from service (as defined in Section 18(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected any specific event except to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable permitted under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the Code. (d) To the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

409A. (a) To Notwithstanding any other provision to the extent required by contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of “deferred compensation” (as such term is defined in Section 409A of the Code, all references to “Code and the Treasury Regulations promulgated thereunder) upon or following a termination of employment,” “Date of Termination” and correlative phrases for purposes of this Agreement shall be construed to require employment unless such termination is also a “separation from service” (as defined in from the Company within the meaning of Section 409A of the Code and Section 1.409A-1(h) of the Treasury regulations after giving effect Regulations and, for purposes of any such provision of this Agreement, references to the presumptions contained therein)a “separation,” “termination,” “termination of employment” or like terms shall mean “separation from service.” (b) To Notwithstanding any other provision to the extent that (i) contrary, in no event shall any payments or benefits to which the Executive becomes entitled payment under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination Agreement that constitutes “deferred compensation” for purposes of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payments or benefits shall not be made or commence until the earliest of (x) the expiration of the six (6) month and one day period measured from the date of the Executive’s separation from service (as defined in Section 18(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due promulgated thereunder be subject to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of offset by any other amount unless otherwise permitted by Section 409A of the Code. (dc) To For the extent avoidance of doubt, any expense reimbursement or the provision of any in-kind benefit payment due under this Agreement within a period following the Executive’s termination of employment or other event, shall be made on a date during such period as determined by the Company in its sole discretion. (d) It is determined intended that the Agreement, to the extent practicable, comply and be subject to interpreted in accordance with Section 409A of the Code, and the Company shall, as necessary, adopt such conforming amendments as are necessary to comply with Section 409A of the Code without reducing the benefits payable hereunder without the express written consent of the Executive. (e) To the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the Executive participates during the term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (i) the amount of any such expenses eligible for reimbursement, reimbursement or the provision of any in-kind benefit, payment under such plan or arrangement in one calendar year shall may not affect the expenses amount eligible for reimbursement or payment in any other taxable calendar year (except for any lifetime that a plan providing medical or other aggregate limitation health benefits may impose a generally applicable to medical expenseslimit on the amount that may be reimbursed or paid), in no event shall (ii) subject to any expenses shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be reimbursed after made on or before the last day of the calendar year following the calendar year in which the Executive incurred expense was incurred; and (iii) any such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit payment may not be subject to liquidation or exchange for another benefit, all in accordance with Section 1.409A-3(i)(1)(iv) of the Treasury Regulations. (f) By accepting this Agreement, the Executive hereby agrees and acknowledges that the Company does not make any representations with respect to the application of Section 409A of the Code to any tax, economic or legal consequences of any payments payable to the Executive hereunder. Further, by the acceptance of this Agreement, the Executive acknowledges that (i) the Executive has obtained independent tax advice regarding the application of Section 409A of the Code to the payments due to the Executive hereunder, (ii) the Executive retains full responsibility for the potential application of Section 409A of the Code to the tax and legal consequences of payments payable to the Executive hereunder and (iii) the Company shall not indemnify or otherwise compensate the Executive for any violation of Section 409A of the Code that my occur in connection with this Agreement. [Signature Page Follows]

409A. (a) To This Agreement is intended to provide payments that are exempt from and/or that comply with the extent required by provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and related regulations and Treasury pronouncements (“Section 409A”), all and this Agreement shall be interpreted accordingly (it being understood that the payment of any reimbursement hereunder shall be made in a manner exempt from, or in compliance with, Section 409A). If any provision of this Agreement would cause Employee to incur any additional tax under Section 409A, this Agreement shall be deemed amended to reform, and/or the parties hereto will in good faith attempt to reform, the provision in a manner that maintains, to the extent possible, the original intent of the applicable provision without violating the provisions of Section 409A. For purposes of Section 409A, each payment made under this Agreement shall be designated as a “separate payment” within the meaning of the Section 409A. All references herein to Employee’s “termination of employment,” “Date of Termination” and correlative phrases for purposes of this Agreement or other similar term shall be construed refer to require a Employee’s “separation from service” (within the meaning of Section 409A and Treas. Reg. Section 1.409A-1(h). Notwithstanding anything herein to the contrary, if on the date of Employee’s separation from service Employee is a “specified employee,” as defined in Section 1.409A-1(h) 409A, then any portion of the Treasury regulations after giving effect any payments, benefits or other consideration under this Agreement that are determined to be subject to the presumptions contained therein). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained additional tax provided by the Employer, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payments or benefits shall not be made or commence until the earliest of (x) the expiration of the six (6) month and one day period measured from the date of the Executive’s separation from service (as defined in Section 18(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in if not delayed as required by Section 409A(a)(2)(B)(i) of the absence Code shall be delayed until the first (1st) business day of the seventh (7th) month following Employee’s separation from service date (or, if earlier, Employee’s date of death), and the total of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph delayed amounts shall be paid to the Executive or the Executive’s beneficiary in one as a lump sumsum on such date. For the purposes of this Section 18clarification, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer. (c) It is intended that each installment any portion of any benefits separation allowance or payments provided hereunder constitute a separate other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It due to Employee under this Agreement that is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of not considered deferred compensation under Section 409A of through either the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”” exception pursuant to Treasury Reg. 1.409A-1(b)(4) and Section or the “separation pay” exception pursuant to Treasury Reg. 1.409A-1(b)(9) (will not be subject to the 6 month delay described in this paragraph as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt fromSection 409A. With respect to any expense, or comply with, the requirements of Section 409A of the Code. (d) To the extent any expense reimbursement or the provision of any in-kind benefit under provided pursuant to this Agreement is determined to be subject to that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect (i) the expenses eligible for reimbursement or in-kind benefits provided to Employee must be incurred during the Employment Period (or applicable survival period), (ii) the amount of expenses eligible for reimbursement or in-kind benefits provided to Employee during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Employee in any other taxable year calendar year, (except iii) the reimbursements for any lifetime or other aggregate limitation applicable expenses for which Employee is entitled to medical expenses), in no event shall any expenses be reimbursed after shall be made on or before the last day of the calendar year following the calendar year in which the Executive incurred such expensesapplicable expense is incurred, and in no event shall any (iv) the right to payment or reimbursement or the provision of any in-kind benefit benefits hereunder may not be subject liquidated or exchanged for any other benefit. Employee acknowledges and agrees that Employee has obtained no advice from the Company or any of its affiliates, or any of their respective officers, directors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and that none of such persons or entities have made any representation regarding the tax consequences, if any, of Employee’s receipt of the payments, benefits and other consideration provided for in this Agreement. Employee further acknowledges and agrees that Employee is personally responsible for the payment of all federal, state and local taxes that are due, or may be due, for any payments and other consideration received by Employee under this Agreement. Employee agrees to liquidation hold the Company harmless for any and all taxes, penalties or exchange for another benefitother assessments that Employee is, or may become, obligated to pay on account of any payments made and other consideration provided to Employee under this Agreement.

409A. (a) To In the extent required by Section 409A of the Code, all references to “termination of employment,” “Date of Termination” and correlative phrases for purposes of this Agreement shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein). (b) To the extent event that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Employer, set forth in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payments or benefits shall not be made or commence until the earliest of (x) the expiration of the six (6) month and one day period measured from the date of the Executive’s separation from service (as defined in Section 18(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the Code. (d) To the extent any expense reimbursement or the provision of any inconstitute “non-kind benefit under this Agreement is determined to be qualified deferred compensation” subject to Section 409A of the Code, then the following conditions apply to such payments or benefits: (i) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonable possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s 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 7(a)(ii) (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 Executive in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidations or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or the provision of any in-kind benefit, benefits provided in one calendar any taxable year shall not in any way affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other taxable year year. (except for iv) For purposes of Code Section 409A, the Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment 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 Company. (v) Notwithstanding any lifetime or other aggregate limitation applicable provision of this Agreement to medical expenses)the contrary, in no event shall any expenses be reimbursed after the last day payment or benefit under this Agreement that constitutes “nonqualified deferred compensation” for purposes of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit Code Section 409A be subject to liquidation or exchange for another benefit.offset by any other amounts unless otherwise permitted by Code Section 409A.

409A. (a) The intent of the parties is that the payment of any Amounts or benefits under this Agreement which are subject to the provisions of Code Section 409A shall comply with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to comply therewith. To the extent required by Code Section 409A 409A, a cessation or termination of the Code, all references Employee’s employment shall not be deemed to “termination of employment,” “Date of Termination” and correlative phrases have occurred for purposes of Section 7 or Section 9 or any other provision of this Agreement shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) providing for the payment of the Treasury regulations after giving effect to the presumptions contained therein). (b) To the extent that (i) any payments Amounts or benefits subject to which the Executive becomes entitled under this Agreement, Code Section 409A upon or under any other plan, program following a cessation or agreement maintained by the Employer, in connection with the Executive’s termination of employment with unless such termination is also a Separation from Service. If the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive Employee is deemed at the time of such his termination of employment to be a “specified employee” within the meaning of that term under Code Section 409(a)(2)(B)(i), then with regard to any payment or the provision of any benefit to the Employee that is considered deferred compensation under Code Section 409A payable on account of the Codea Separation from Service, then no such payments payment or benefits benefit shall not be made or commence until provided prior to the earliest earlier of (xA) the expiration of the six (6) month and one day period measured from the date time of such Separation from Service of the Executive’s separation from service Employee, and (as defined in Section 18(a) above) from the Company; or (yB) the date time of the ExecutiveEmployee’s death following such separation from service; provideddeath, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to under Code Section 409A. For the Executiveavoidance of doubt, including (without limitation) the additional twenty percent (20%) tax parties intend that the Manager Payment Time is a “specified time” for which the Executive would otherwise be liable under purposes of Code Section 409A(a)(1)(B) of the Code in the absence of such deferral409A(a)(2)(A)(iv). Upon the expiration of the applicable deferral foregoing delay period, any all payments which and benefits delayed pursuant to this Section 14(k) (whether they would have otherwise been made during that period (whether payable in a single sum or in installments) installments in the absence of this paragraph such delay) shall be paid or reimbursed to the Executive Isthmus or the Executive’s beneficiary Employee in one a lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) remaining payments and Section 1.409A-1(b)(9) (as “separation pay benefits due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, paid or comply withprovided in accordance with the normal payment times specified for them herein. For purposes of Code Section 409A, the requirements right of Section 409A of the Code. (d) To the extent any expense reimbursement Isthmus or the provision Employee to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of any in-kind benefit separate and distinct payments. Whenever a payment under this Agreement is determined to specifies a payment period, the actual time of payment within that specified period shall be subject to Section 409A within the sole discretion of the Code, the amount of Employer. Notwithstanding any such expenses eligible for reimbursement, or the other provision of any in-kind benefit, in one calendar year shall not affect this Agreement to the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses)contrary, in no event shall any expenses be reimbursed after the last day payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit Code Section 409A be subject to liquidation offset by any other Amount unless otherwise permitted by Code Section 409A. If the amount of the Profit-Sharing Payment depends in part on the determination of an Approved Appraiser set forth in a Valuation Report, and the Employer or exchange for another benefitthe Employee petitions a court of competent jurisdiction to correct or vacate such determination, then, to the extent permitted by Code Section 409A, the portion of the Profit-Sharing Payment that is not dependent upon the Fair Market Value of the asset subject to the Valuation Report shall be payable to the Employee at the Manager Payment Time, and the remaining portion of the Profit-Sharing Payment (the “Disputed Portion”) shall be payable in accordance with Treas. Reg. Section 1.409A-3(g) (Disputed Payments and Refusals to Pay).

409A. It is intended that this Agreement will comply with Section 409A of the Internal Revenue Code of 1986, as amended (athe “Code”) To (and any regulations and guidelines issued thereunder), to the extent required by the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 12.09 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code. Notwithstanding any provision to the contrary in this Agreement, all references to “termination if the Executive is deemed on the date of employment,” “Date of Termination” and correlative phrases for purposes of this Agreement shall be construed to require a his “separation from service” (as defined in within the meaning of Treasury Regulation Section 1.409A-1(h)) of the Treasury regulations after giving effect to the presumptions contained therein). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employee” within the meaning of that term under Section 409A 409A(a)(2)(B) of the Code, then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account the applicable provisions of Treasury Regulation Section 1.409A-1(b)(9)(iii)), the portion, if any, of such payments or benefits payment so required to be delayed shall not be made or commence until prior to the earliest earlier of (xi) the expiration of the six (6) month and one day 6)-month period measured from the date of the Executive’s his “separation from service (as defined in Section 18(a) above) from the Company; service” or (yii) the date of his death (the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral“Delay Period”). Upon the expiration of the applicable deferral periodDelay Period, any all payments which and benefits delayed pursuant to this Section (whether they would have otherwise been made during that period (whether payable in a single sum or in installments) installments in the absence of this paragraph such delay) shall be paid or reimbursed to the Executive or the Executive’s beneficiary in one a lump sum. For the purposes of , and any remaining payments due under this Section 18, the term “specified employee” means an individual determined by the Employer to Agreement shall be a specified employee under Treasury regulation Section 1.409A-1(i) paid in accordance with the policies of the Employer. (c) It is intended that normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment of any benefits or payments provided hereunder constitute shall be deemed to be a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the Code. (d) To . In no case will compliance with this Section by the extent Company constitute a breach of the Company’s obligations under this Agreement. With respect to any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A arrangements of the CodeCompany and its subsidiaries provided for herein that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefitbenefits provided, under any such arrangement in one calendar year shall may not affect the expenses amount eligible for reimbursement reimbursement, or in-kind benefits to be provided, under such arrangement in any other taxable calendar year (except for any lifetime that the health and dental plans may impose a limit on the amount that may be reimbursed or other aggregate limitation applicable to medical expensespaid), in no event shall (ii) any expenses reimbursement must be reimbursed after made on or before the last day of the calendar year following the calendar year in which the Executive incurred such expensesexpense was incurred, and in no event shall any (iii) the right to reimbursement or the provision of any in-kind benefit be benefits is not subject to liquidation or exchange for another benefit.

409A. (a) To It is intended that the extent required by payments and benefits under this Agreement comply with Section 409A of the CodeCode (together with the Treasury Regulations relating thereto, all references “Section 409A”), or satisfy the requirements for an exemption to “termination Section 409A, in each case, to the extent applicable to this Agreement and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith (or to be in satisfaction of employment,” “Date of Termination” and correlative phrases an exemption therefrom). Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement Agreement, no Termination Date shall be construed deemed to require have occurred, and no payment otherwise payable upon a termination of the Executive’s employment shall be paid to the Executive under this Agreement unless and until the Executive’s termination of employment constitutes a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of employment with from the Company constitute deferred compensation subject to within the meaning of Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employeeSeparation from Service”). Any payments described in this Agreement that qualify for the “short-term deferral” under exception from Section 409A of the Code, then such payments or benefits shall not be made or commence until the earliest of (x) the expiration of the six (6) month and one day period measured from the date of the Executive’s separation from service (as defined described in Section 18(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i)1.409A-1(b)(4) will be paid under such exception. It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii) and any state law the application of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “the short-term deferral”deferral exception), each payment under this Agreement will be treated as a separate payment. Notwithstanding anything to the contrary in this Agreement (whether under this Agreement or otherwise), to the extent delayed commencement of any portion of the payments to be made to the Executive upon his Separation from Service is required to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, such portion of the payments shall be delayed and paid on the first business day after the earlier of (i) the date that is six (6) months following such Separation from Service and (ii) the Executive’s death. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 1.409A-1(b)(9) (as “separation pay due 409A, amounts reimbursable to involuntary separation”). The parties intend that all the benefits and payments provided Executive under this Agreement shall be exempt from, paid to the Executive on or comply with, the requirements of Section 409A of the Code. (d) To the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after before the last day of the calendar year following the calendar year in which the Executive expense was incurred such expenses, and in no event shall any right to the amount of expenses eligible for reimbursement or the provision of any (and in-kind benefit benefits provided to the Executive) during any one year may not affect amounts reimbursable or provided in any subsequent year and may not be subject to liquidation liquidated or exchange exchanged for another any other benefit.

409A. (a) To You and the extent required by Section 409A of Company agree that the Code, all references to “termination of employment,” “Date of Termination” terms and correlative phrases for purposes of this Agreement shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained conditions hereof are intended by the Employer, in connection parties to comply with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive is deemed at the time that, accordingly, you shall not report on your personal income tax returns that any payment under Section 1 hereof will be subject to an excise tax or an additional income tax by application of such termination of employment to be a “specified employee” under Section 409A of the Code. You shall notify the Company in writing of any claim by the Internal Revenue Service that, then if successful, would require the payment by the Company of the gross-up payment under Section 10(d) of the Employment Agreement. Such notification shall be given as soon as practicable but no later than thirty (30) business days after you receive written notification of such payments or benefits claim and shall apprise the Company of the nature of such claim in reasonable detail and the date on which such claim is requested to be paid. You shall not be made or commence until the earliest of (x) pay such claim prior to the expiration of the six thirty (630) month and one day period measured from following the date of on which you give such notice to the Executive’s separation from service Company (as defined in Section 18(a) above) from the Company; or (y) such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Executive’s death following Company notifies you in writing prior to the expiration of such separation period that it desires to contest such claim, you shall: (i) give the Company all available information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from servicetime to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by the Company and reasonably acceptable to you and/or ceasing all efforts to contest such claim; (iii) cooperate in all reasonably respects with the Company in good faith in order to effectively contest such claim; and (iv) permit the Company to participate in any proceeding relating to such claim; provided, however, that the Company shall bear and pay directly all reasonable costs and expenses (including attorney fees and additional interest and penalties) incurred by you and it in connection with such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executivecontest and, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under limiting Section 409A(a)(1)(B10(d) of the Code in the absence Employment Agreement, shall indemnify and hold you harmless, on an after-tax basis, from any excise tax or income tax (including interest and penalties with respect thereto) and other costs, expenses or liabilities imposed on you as a result of such deferralcontest, representation and payment of taxes, interest, penalties, costs and expenses. Upon Without limiting the expiration foregoing provisions of this Letter Agreement, the Company shall control all proceedings taken in connection with such contest, provided that such is pursued in a diligent and professional manner, and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct you to pay the tax claimed and s▇▇ for a refund or contest the claim in any permissible manner, and you agree to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine and direct; provided, however, that if the Company directs you to pay such claim and s▇▇ for a refund, the Company shall pay such claimed amount to you prior to you making such payment, and, without limiting Section 10(d) of the applicable deferral periodEmployment Agreement, shall indemnify and hold you harmless, on an after-tax basis, from any excise tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment or with respect to any imputed income with respect to such payment; and provided, further, that any extension of the statute of limitations relating to payment of taxes for your taxable year with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a gross-up payment would be payable hereunder and you shall be entitled, in your sole discretion, to settle or contest, as the case may be, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined other issue raised by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer. (c) It is intended that each installment of Internal Revenue Service or any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i)other taxing authority. It is further intended understood and agreed that payments hereunder satisfynothing in this paragraph 20 shall require you not to pay any tax (or interest and penalties thereon) imposed under Section 409A when due or shall limit the Company’s obligations under Section 10(d) of the Employment Agreement, including the Company’s obligation to pay you the 409A Gross-Up Payment (as defined in Section 10(d) of the Employment Agreement) prior to the greatest extent possible, the exemptions from the application of date on which any excise tax or income tax (and interest and penalties thereon) imposed by Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay is due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the Codepaid. (d) To the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

409A. (a) To the extent required by Section 409A of the Code, all references to “termination of employment,” “Date of Termination” and correlative phrases for purposes of Anything in this Agreement shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreementcontrary notwithstanding, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive is deemed if at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payments or benefits shall not be made or commence until the earliest of (x) the expiration of the six (6) month and one day period measured from the date of the Executive’s separation from service (as defined in within the meaning of Section 18(a) above) from the Company; or (y) the date 409A of the Executive’s death following such separation from service; providedCode, howeverthe Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, that such deferral shall only be effected then to the extent required any payment or benefit that the Executive becomes entitled to avoid adverse tax treatment under this Agreement on account of his separation from employment would be considered deferred compensation otherwise subject to the Executive, including (without limitation) the 20 percent additional twenty percent (20%) tax for which the Executive would otherwise be liable under imposed pursuant to Section 409A(a)(1)(B409A(a) of the Code in the absence of such deferral. Upon the expiration as a result of the applicable deferral periodapplication of Section 409A(a)(2)(B)(i) of the Code, any payments which would have otherwise been made during such payment shall not be payable and such benefit shall not be provided until the date that period is the earlier of (whether in a single sum or in installmentsA) in the absence of this paragraph shall be paid to the Executive or six months and one day after the Executive’s beneficiary in one lump sumseparation from service or (B) the Executive’s death. For If any such delayed cash payment is otherwise payable on an installment basis, the purposes 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 Section 18provision, and the term “specified employee” means an individual determined by balance of the Employer to installments shall be a specified employee under Treasury regulation Section 1.409A-1(i) payable in accordance with the policies of the Employertheir original schedule. (cb) It The Parties intend that this Agreement will be administered in accordance with Section 409A of the 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. Each payment pursuant to this Agreement is intended that each installment of any benefits or payments provided hereunder to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i1.409A 2(b)(2). It is further intended The Parties agree that payments hereunder satisfythis Agreement may be amended, as reasonably requested by any Party, and as may be necessary to the greatest extent possible, the exemptions from the application of fully comply with Section 409A of the Code (and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the CodeParty. (d) To the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

409A. (a) To It is intended that the extent required by terms of this Agreement comply with Section 409A of the CodeCode and related Treasury regulations (“Section 409A”) or an exemption therefrom, all references and the terms of this Agreement will be interpreted accordingly; provided, however, that the Company, the Company’s affiliates, and their respective employees, officers, directors, agents and representatives (including, without limitation, legal counsel) will not have any liability to “Executive with respect to any taxes, penalties, interest or other costs or expenses Executive or any related party may incur with respect to or as a result of Section 409A or for damages for failing to comply with Section 409A. Notwithstanding any provision to the contrary in this Agreement, with respect to any amounts under this Agreement that are determined to be deferred compensation for purposes of Section 409A and payable as a result of Executive’s termination of employment,” “Date of Termination” , Executive shall not be deemed to have terminated employment unless and correlative phrases for purposes of this Agreement shall be construed to require until Executive has experienced a “separation from service” (as defined that term is used in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein409A). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment . Each amount to be a “specified employee” under Section 409A of the Code, then such payments paid or benefits shall not be made or commence until the earliest of (x) the expiration of the six (6) month and one day period measured from the date of the Executive’s separation from service (as defined in Section 18(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer benefit to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, construed as a separate and distinct payment for purposes of Section 409A. Any reimbursements or comply with, in-kind benefits provided to or for the requirements benefit of Executive that constitute deferred compensation for purposes of Section 409A of the Code. shall be provided in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv). Accordingly, (da) To the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to all such reimbursements will be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall made not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after later than the last day of the calendar year following after the calendar year in which the Executive incurred such expensesexpenses were incurred, and in no event shall (b) any right to reimbursement such reimbursements or the provision of any in-kind benefit benefits will not be subject to liquidation or exchange for another benefit, and (c) the amount of the expenses eligible for reimbursement, or the amount of any in-kind benefit provided, during any taxable year will not affect the amount of expenses eligible for reimbursement, or the in-kind benefits provided, in any other taxable year. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, on and after the date on which the Company’s stock becomes publicly traded on an established securities market or otherwise, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between Executive and the Company during the six month period immediately following Executive’s separation from service shall instead be paid on the first business day after the date that is six months following Executive’s separation from service (or, if earlier, Executive’s date of death).

409A. (a) To the extent required by Section 409A of the Code, all references to “termination of employment,” “Date of Termination” and correlative phrases for purposes of this Agreement shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the EmployerCompany, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payments or benefits shall not be made or commence until the earliest of (x) the expiration of the six (6) month and one day period measured from the date of the Executive’s separation from service (as defined in Section 18(a14(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installmentsin stallments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer Company to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the EmployerCompany. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the Code. (d) To the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

409A. (a) To Notwithstanding any other provision to the extent required by contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of “deferred compensation” (as such term is defined in Section 409A of the Code, all references to “Code and the Treasury Regulations promulgated thereunder) upon or following a termination of employment,” “Date of Termination” and correlative phrases for purposes of this Agreement shall be construed to require employment unless such termination is also a “separation from service” (as defined in from the Company within the meaning of Section 409A of the Code and Section 1.409A-1(h) of the Treasury regulations after giving effect Regulations and, for purposes of any such provision of this Agreement, references to the presumptions contained therein)a “separation,” “termination,” “termination of employment” or like terms shall mean “separation from service.” (b) To Notwithstanding any other provision to the extent that (i) contrary, in no event shall any payments or benefits to which the Executive becomes entitled payment under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination Agreement that constitutes “deferred compensation” for purposes of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payments or benefits shall not be made or commence until the earliest of (x) the expiration of the six (6) month and one day period measured from the date of the Executive’s separation from service (as defined in Section 18(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due promulgated thereunder be subject to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of offset by any other amount unless otherwise permitted by Section 409A of the Code. (dc) To For the extent avoidance of doubt, any expense reimbursement or the provision of any in-kind benefit payment due under this Agreement within a period following the Executive’s termination of employment or other event, shall be made on a date during such period as determined by the Company in its sole discretion. (d) It is determined intended that the Agreement, to the extent practicable, comply and be subject to interpreted in accordance with Section 409A of the Code, and the Company shall, as necessary, adopt such conforming amendments as are necessary to comply with Section 409A of the Code without reducing the benefits payable hereunder without the express written consent of the Executive. (e) To the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the Executive participates during the term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (i) the amount of any such expenses eligible for reimbursement, reimbursement or the provision of any in-kind benefit, payment under such plan or arrangement in one calendar year shall may not affect the expenses amount eligible for reimbursement or payment in any other taxable calendar year (except for any lifetime that a plan providing medical or other aggregate limitation health benefits may impose a generally applicable to medical expenseslimit on the amount that may be reimbursed or paid), in no event shall (ii) subject to any expenses shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be reimbursed after made on or before the last day of the calendar year following the calendar year in which the Executive incurred expense was incurred; and (iii) any such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit payment may not be subject to liquidation or exchange for another benefit, all in accordance with Section 1.409A-3(i)(1)(iv) of the Treasury Regulations. (f) By accepting this Agreement, the Executive hereby agrees and acknowledges that the Company does not make any representations with respect to the application of Section 409A of the Code to any tax, economic or legal consequences of any payments payable to the Executive hereunder. Further, by the acceptance of this Agreement, the Executive acknowledges that (i) the Executive has obtained independent tax advice regarding the application of Section 409A of the Code to the payments due to the Executive hereunder, (ii) the Executive retains full responsibility for the potential application of Section 409A of the Code to the tax and legal consequences of payments payable to the Executive hereunder and (iii) the Company shall not indemnify or otherwise compensate the Executive for any violation of Section 409A of the Code that my occur in connection with this Agreement. [Signature Page Follows] Blue Nile Health123

409A. (a) To It is intended that this Agreement will comply with Section 409A and Section 457A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”), to the extent required by the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A or Section 457a, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 12.14 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, all references to “termination if the Executive is deemed on the date of employment,” “Date of Termination” and correlative phrases for purposes of this Agreement shall be construed to require a his or her “separation from service” (as defined in within the meaning of Treas. Reg. Section 1.409A-1(h)) of the Treasury regulations after giving effect to the presumptions contained therein). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the CodeCode (after taking into account any applicable exceptions to such requirement), then such payments payment or benefits benefit shall not be made or commence until provided on the earliest date that is the earlier of (xi) the expiration of the six (6) month and one day 6)-month period measured from the date of the Executive’s “separation from service (as defined in Section 18(a) above) from the Company; service,” or (yii) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to (the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral“Delay Period”). Upon the expiration of the applicable deferral periodDelay Period, any all payments which and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been made during that period (whether payable in a single sum or in installments) installments in the absence of this paragraph such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) provided in accordance with the policies of the Employernormal payment dates specified for them herein. (c) It is intended that each installment of With respect to any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the Code. (d) To the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A arrangements of the CodeCompany and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefitbenefits provided, under any such arrangement in one calendar year shall may not affect the expenses amount eligible for reimbursement reimbursement, or in-kind benefits to be provided, under such arrangement in any other taxable calendar year (except for any lifetime that the health and dental plans may impose a limit on the amount that may be reimbursed or other aggregate limitation applicable to medical expensespaid), in no event shall (ii) any expenses reimbursement must be reimbursed after made on or before the last day of the calendar year following the calendar year in which the Executive incurred such expensesexpense was incurred, and in no event shall any (iii) the right to reimbursement or the provision of any in-kind benefit be benefits is not subject to liquidation or exchange for another benefit.. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.

409A. (a) To In the extent required by event that the payments or benefits set forth in Section 4 of this Agreement constitute “non-qualified deferred compensation” subject to Section 409A of the Code, all references then the following conditions apply to “such payments or benefits: (i) Any termination of employment,” “Date of Termination” and correlative phrases for purposes of this Agreement shall be construed to require Executive’s employment triggering payment under Section 4 must constitute a “separation from service” (as defined in under Section 1.409A-1(h409A(a)(2)(A)(i) of the Treasury regulations after giving effect to the presumptions contained therein). (bCode and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with the termination of Executive’s termination employment does not constitute a separation of employment with the Company constitute deferred compensation subject to service under Section 409A 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Company at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 7(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the Executive is deemed timing of payments under Section 4 if, at the time of such termination of employment Executive’s termination, Executive is deemed to be a “specified employee” under of Company (within the meaning of Section 409A 409A(a)(2)(B)(i) of the Code), then such payments or benefits shall not be made or commence until the earliest of (x) the expiration of the six (6) month and one day period measured from the date of the Executive’s separation from service (as defined in Section 18(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall limited only be effected to the extent required necessary to avoid adverse tax treatment to comply with the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under requirements of Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period409A, any payments to which would have Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise been made during that period exempt from its application) shall be withheld until the first (whether in a single sum or in installments1st) in business day of the absence seventh (7th) month following the termination of this paragraph Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive or under the Executive’s beneficiary in one lump sum. For the purposes terms of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer4. (ciii) It is intended that each installment of any the payments and benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under 4 of this Agreement shall be exempt from, or comply with, the requirements treated as a separate “payment” for purposes of Section 409A of 409A. Neither Company nor Executive shall have the Code. (d) To right to accelerate or defer the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount delivery of any such expenses eligible for reimbursementpayments or benefits except to the extent specifically permitted or required by Section 409A. (iv) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the provision payment of any in-kind benefitincreased taxes, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime excise taxes or other aggregate limitation applicable penalties under Section 409A. The parties intend this Agreement to medical expenses)be in compliance with Section 409A. Executive acknowledges and agrees that Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right including but not limited to reimbursement or the provision of any in-kind benefit be subject consequences related to liquidation or exchange for another benefit.Section 409A.

409A. (a) To the extent required by Section 409A of the Code, all references to “termination of employment,” “Date of Termination” and correlative phrases for purposes of this Agreement shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect Notwithstanding anything to the presumptions contained therein). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled under contrary in this Agreement, or under any other plan, program or agreement maintained no payments contemplated by this Agreement will be paid during the Employer, in connection with six-month period following the ExecutiveParticipant’s termination of employment with service unless the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive is deemed determines, in its good faith judgment, that paying such amounts at the time of such termination of employment or times indicated in this Section would not cause the Participant to be a “specified employee” incur an additional tax under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code, then ”) and related Department of Treasury guidance (including such payments Department of Treasury guidance as may be issued after the Grant Date) (in which case such amounts shall be paid at the time or benefits shall not be made or commence until times indicated in this Section). If the earliest payment of (x) the expiration any amounts are delayed as a result of the six (6) month and one previous sentence, on the first day period measured from following the date end of the Executive’s separation from service (as defined in Section 18(a) above) from six-month period, the Company; or (y) Company will pay the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected Participant a lump-sum amount equal to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which amounts that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be previously paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided Participant under this Agreement shall be exempt fromduring such six month period. Additionally, in the event that following the Grant Date the Company reasonably determines that any compensation or comply with, the requirements of Section 409A of the Code. (d) To the extent any expense reimbursement or the provision of any in-kind benefit benefits payable under this Agreement is determined to may be subject to Section 409A of the Code, the amount of any Company shall adopt such expenses eligible for reimbursementamendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effective), or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in take any other taxable year commercially reasonable actions necessary or appropriate to (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after x) exempt the last day compensation and benefits payable under this Agreement from Section 409A of the calendar year following Code and/or preserve the calendar year in which intended tax treatment of the Executive incurred such expenses, compensation and in no event shall any right benefits provided with respect to reimbursement this Agreement or (y) comply with the provision requirements of any in-kind benefit be subject to liquidation or exchange for another benefitSection 409A of the Code and related Department of Treasury guidance.

409A. (a) To the extent required by It is intended that this Agreement will comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations and guidelines promulgated thereunder (collectively, all references “Section 409A”), to “termination of employment,” “Date of Termination” the extent the Agreement is subject thereto, and correlative phrases for purposes of this the Agreement shall be construed interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to require comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 12.14 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of his or her “separation from service” (as defined in within the meaning of Treas. Reg. Section 1.409A-1(h)) of the Treasury regulations after giving effect to the presumptions contained therein). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the CodeCode (after taking into account any applicable exceptions to such requirement), then such payments payment or benefits benefit shall not be made or commence until provided on the earliest date that is the earlier of (xi) the expiration of the six (6) month and one day 6)-month period measured from the date of the Executive’s 's “separation from service (as defined in Section 18(a) above) from the Company; service,” or (yii) the date of the Executive’s 's death following such separation from service; provided, however, that such deferral shall only be effected to (the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral“Delay Period”). Upon the expiration of the applicable deferral periodDelay Period, any all payments which and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been made during that period (whether payable in a single sum or in installments) installments in the absence of this paragraph such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) provided in accordance with the policies of the Employernormal payment dates specified for them herein. (c) It is intended that each installment of With respect to any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the Code. (d) To the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A arrangements of the CodeCompany and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefitbenefits provided, under any such arrangement in one calendar year shall may not affect the expenses amount eligible for reimbursement reimbursement, or in-kind benefits to be provided, under such arrangement in any other taxable calendar year (except for any lifetime that the health and dental plans may impose a limit on the amount that may be reimbursed or other aggregate limitation applicable to medical expensespaid), in no event shall (ii) any expenses reimbursement must be reimbursed after made on or before the last day of the calendar year following the calendar year in which the Executive incurred such expensesexpense was incurred, and in no event shall any (iii) the right to reimbursement or the provision of any in-kind benefit be benefits is not subject to liquidation or exchange for another benefit.. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.

409A. (a) To the extent required by Section 409A of the Code, all references to “termination of employment,” “Date of Termination” and correlative phrases for purposes of this Agreement shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payments or benefits shall not be made or commence until the earliest of (x) the expiration of the six (6) month and one day period measured from the date of the Executive’s separation from service (as defined in Section 18(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer. (c) It is intended that each installment all of any benefits or the payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions payable under this Agreement be exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and if not so exempt that they comply with the provisions of Section 409A, and this Agreement will be construed and interpreted accordingly. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon separation from service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, San Rafael, California 94903 PH0NE+1415507-5000 I FAX+1415507-5100 I ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (a) the expiration of the six-month period measured from the date of your separation from service with the Company, (b) the date of your death or (c) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to you, and any state law remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. Any amount paid under this Agreement that satisfies the requirements of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a the “short-term deferral”” rule set forth in Section 1.409A-1(b)(4) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the CodeTreasury Regulations will not constitute deferred payments. (d) To the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

409A. (a) To It is intended that this Agreement will comply with Section 409A and Section 457A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”), to the extent required by the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A or Section 457a, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 12.14 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, all references to “termination if the Executive is deemed on the date of employment,” “Date of Termination” and correlative phrases for purposes of this Agreement shall be construed to require a his or her “separation from service” (as defined in within the meaning of Treas. Reg. Section 1.409A-1(h)) of the Treasury regulations after giving effect to the presumptions contained therein). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the CodeCode (after taking into account any applicable exceptions to such requirement), then such payments payment or benefits benefit shall not be made or commence until provided on the earliest date that is the earlier of (xi) the expiration of the six (6) month and one day 6)-month period measured from the date of the Executive’s 's “separation from service (as defined in Section 18(a) above) from the Company; service,” or (yii) the date of the Executive’s 's death following such separation from service; provided, however, that such deferral shall only be effected to (the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral“Delay Period”). Upon the expiration of the applicable deferral periodDelay Period, any all payments which and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been made during that period (whether payable in a single sum or in installments) installments in the absence of this paragraph such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) provided in accordance with the policies of the Employernormal payment dates specified for them herein. (c) It is intended that each installment of With respect to any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the Code. (d) To the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A arrangements of the CodeCompany and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefitbenefits provided, under any such arrangement in one calendar year shall may not affect the expenses amount eligible for reimbursement reimbursement, or in-kind benefits to be provided, under such arrangement in any other taxable calendar year (except for any lifetime that the health and dental plans may impose a limit on the amount that may be reimbursed or other aggregate limitation applicable to medical expensespaid), in no event shall (ii) any expenses reimbursement must be reimbursed after made on or before the last day of the calendar year following the calendar year in which the Executive incurred such expensesexpense was incurred, and in no event shall any (iii) the right to reimbursement or the provision of any in-kind benefit be benefits is not subject to liquidation or exchange for another benefit.. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.