Common use of 409A Clause in Contracts

409A. Notwithstanding anything to the contrary in this Agreement, the parties intend that any amounts payable hereunder comply with or are exempt from Section 409A. For purposes of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and Executive agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to the extent any of the Severance Pay benefits 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) if Executive is determined by the Company to be a "specified employee" for purposes of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of any portion of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), commencement of such 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 be payable in a lump sum on the first business day following the expiration of such six (6) month period, and any remaining Severance Pay benefits due shall be paid as otherwise provided in Section 3(b)(i). Notwithstanding the foregoing, to the 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 Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits shall be treated as a right to a series of separate payments. The provisions of this Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limited, construed, and interpreted in accordance with such intent.

409A. Notwithstanding anything to the contrary in (a) It is intended that this Agreement, the parties intend that any amounts payable hereunder Agreement will comply with or are exempt from Section 409A. For purposes of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and Executive agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to the extent any of the Severance Pay benefits are treated as nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "“Code"”) and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”), then (i) no such payment to the extent the Agreement is subject thereto, and the Agreement shall be made 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 12.14 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 unless Executive's termination from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A of employment constitutes a "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" ” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company (as such term is defined in Treasury Regulation Section 1.409A-l(h) and any successor provision thereto), and (ii) if Executive is determined by the Company to be a "“specified employee" for purposes ” (within the meaning of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of any portion of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(iTreas. Reg. Section 1.409A-1(i)), commencement then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account of such portion of the Severance Pay benefits will be delayed for six (6) months following Executive's "a “separation from service" ” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code § 409A(after taking into account any applicable exceptions to such requirement), orsuch payment or benefit shall be made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service,” or (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, if sooner, until Executive's death. Delayed Severance Pay all payments and benefits delayed pursuant to this Section 12.14 (if anywhether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be payable paid or reimbursed to the Executive in a lump sum on the first business day following the expiration of such six (6) month period, and any remaining Severance Pay payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise provided in Section 3(b)(i). Notwithstanding the foregoing, to the maximum extent permitted by applicable lawSection 409A, payment the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the Severance Pay calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind 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 in reliance upon Treasury Regulation § 1.409A-l(b)(9within thirty (30) (with respect to separation pay plans) or Treasury Regulation § 1.409A-l(b)(4days after termination of employment”). The Severance Pay benefits , the actual date of payment within the specified period shall be treated as a right to a series within the sole discretion of separate paymentsthe Company. The provisions of Whenever payments under this Agreement are intended to comply with the applicable requirements of Code § 409A and be made in installments, each such installment shall be limited, construed, and interpreted in accordance with such intent.deemed to be a separate payment for purposes of Section 409A.

409A. Notwithstanding anything (a) To the extent required by Section 409A of the Code, all references to the contrary in this Agreement, the parties intend that any amounts payable hereunder comply with or are exempt from Section 409A. For “termination of employment,” “Date of Termination” and correlative phrases for purposes of Section 409A, each of the payments that may be made under this Agreement shall be deemed construed to be require a separate payment for purposes “separation from service” (as defined in Section 1.409A-1(h) 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 negotiate in good faith to make amendments 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, as or under any other plan, program or agreement maintained by the parties mutually agree are necessary or desirable to avoid Employer, in connection with the imposition Executive’s termination of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to employment with the extent any of the Severance Pay benefits are treated as nonqualified Company constitute 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) if the Executive is determined by deemed at the Company time of such termination of employment to be a "“specified employee" for purposes of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of any portion ” under Section 409A of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i)Code, commencement then such payments or benefits shall not be made or commence until the earliest of such portion of the Severance Pay benefits will be delayed for six (6x) 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 be payable in a lump sum on the first business day following the expiration of such 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, and any remaining Severance Pay benefits due 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 as otherwise 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 in hereunder constitute a separate payment for purposes of Treasury Regulation Section 3(b)(i1.409A-2(b)(2)(i). Notwithstanding the foregoingIt is further intended that payments hereunder satisfy, to the maximum greatest extent permitted by applicable lawpossible, payment the exemptions from the application of Section 409A of the Severance Pay benefits shall be made in reliance upon Code (and any state law of similar effect) provided under Treasury Regulation § 1.409A-l(b)(9Regulations Section 1.409A-1(b)(4) (with respect to as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay plans) or Treasury Regulation § 1.409A-l(b)(4due to involuntary separation”). The Severance Pay parties intend that all the benefits and payments provided under this Agreement shall be treated as a 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 a series reimbursement or the provision of separate payments. The provisions of this Agreement are intended any in-kind benefit be subject to comply with the applicable requirements of Code § 409A and shall be limited, construed, and interpreted in accordance with such intentliquidation or exchange for another benefit.

409A. Notwithstanding anything To the maximum extent 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 contrary Company’s adoption of such conforming amendments as the Company deems advisable or necessary, in this Agreementits sole discretion (but without an obligation to do so), the parties intend that any amounts payable hereunder to comply with or are exempt from Section 409A and avoid the imposition of taxes under Section 409A. For purposes of this Agreement, a termination of employment means a “separation from service” as defined in Section 409A, each 409A. Each payment made pursuant to any provision of the payments that may be made under this Agreement shall be deemed to be considered a separate payment and not one of a series of payments for purposes of Section 409A. This Agreement shall To the extent any nonqualified deferred compensation payment to Employee could be administeredpaid in one or more of Employee’s taxable years depending upon Employee completing certain employment-related actions, interpreted and construed in a manner that does not result then any such payments will commence or occur in the imposition of additional taxes, penalties or interest under later taxable year to the extent required by Section 409A. The Company and Executive agree to negotiate If upon Employee’s “separation from service” within the meaning of Section 409A, Employee is then a “specified employee” (as defined in good faith to make amendments Section 409A), then solely to the Agreement, as the parties mutually agree are extent necessary or desirable to comply with Section 409A and avoid the imposition of taxes, penalties or interest taxes under Section 409A. Notwithstanding anything else herein409A, to the extent any Company shall defer payment of the Severance Pay benefits are treated as “nonqualified deferred compensation compensation” subject to Section 409A payable as a result 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) if Executive is determined by the Company to be a "specified employee" for purposes of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of any portion of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), commencement of such portion of the Severance Pay benefits will be delayed for within six (6) months following Executive's "such “separation from service" pursuant to Code § 409A, or, if sooner, ” until Executive's death. Delayed Severance Pay benefits the earlier of (if anyi) shall be payable in a lump sum on the first business day following the expiration of such six (6) month period, and any remaining Severance Pay benefits due shall be paid as otherwise provided in Section 3(b)(i). Notwithstanding the foregoing, to the maximum extent permitted by applicable law, payment of the Severance Pay benefits seventh month following Employee’s “separation from service,” or (ii) ten (10) days after the Company receives written confirmation of Employee’s death. Any such delayed payments shall be made in reliance upon Treasury Regulation § 1.409A-l(b)(9) (with respect to separation pay plans) or Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits shall be treated as a right to a series of separate payments. The provisions of this Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limited, construed, and interpreted in accordance with such intentwithout interest.

409A. Notwithstanding anything to the contrary in this Agreementset forth herein, the parties intend that any amounts payable hereunder comply with or are exempt from Section 409A. For purposes of Section 409A, each of the payments that may be made and benefits provided under this Agreement shall be deemed to be a separate payment for purposes that constitute “deferred compensation” within the meaning 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 negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to the extent any of the Severance Pay benefits are treated as nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the "Code")regulations and other guidance thereunder and any state law of similar effect (collectively, then (i“Section 409A”) no such payment shall be made to Executive unless Executive's not commence in connection with your termination of employment constitutes unless and until you have also incurred a "“separation from service" with the Company ” (as such term is defined in Treasury Regulation Section 1.409A-l(h1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to you without causing you to incur the additional 20% tax under Section 409A. It is intended that each installment of severance pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments set forth in this Agreement satisfy, to the greatest extent possible, the exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9). If the Company (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 “specified employee” of the Company or any successor provision entity thereto, 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 the payments and benefits 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 (b) the date of your death (such applicable date, the “Specified Employee Initial Payment Date”). 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 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) if Executive is determined by commence paying the Company balance of the payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. All reimbursements provided under this Agreement shall be subject to the following requirements: (i) the amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be a "specified employee" provided or the expenses eligible for purposes of Code § 409A(a)(2)(B)(ireimbursement in any other taxable year, (ii) and the Company determines that delayed commencement of any portion of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), commencement of such 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 be payable in a lump sum on the first business day following the expiration of such six (6) month period, and any remaining Severance Pay benefits due all reimbursements shall be paid as otherwise provided soon as administratively practicable, but in Section 3(b)(i). Notwithstanding no event shall any reimbursement be paid after the foregoing, to the maximum extent permitted by applicable law, payment last day of the Severance Pay taxable year following the taxable year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for 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 made in reliance upon Treasury Regulation § 1.409A-l(b)(9) (with respect to separation pay plans) or Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits shall be treated as a right to a series of separate payments. The provisions of this Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limited, construed, and interpreted in accordance with such intent.manner so as to avoid adverse personal tax consequences under Section 409A.

409A. Notwithstanding anything This Agreement is intended to the contrary in this Agreement, the parties intend that any amounts payable hereunder comply with or are exempt from Section 409A. For purposes of Section 409A, each of the payments that may and 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 negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to the extent any of the Severance Pay benefits are treated as nonqualified deferred compensation subject to accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the "“Code"”) and the United States Department of Treasury regulations and other guidance issued thereunder (collectively, “Section 409A”). The parties acknowledge and agree that the interpretation of Section 409A and its application to the terms of this Agreement is uncertain and may be subject to change as additional guidance and interpretations become available. Anything to the contrary herein notwithstanding, then all benefits or payments provided by the Company and its subsidiaries and affiliates to the Employee that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A are intended to comply with Section 409A. If, however, any such benefit or payment is deemed to not comply with Section 409A, the Company and the Employee agree to renegotiate in good faith any such benefit or payment (including, without limitation, as to the timing of any severance payments payable hereof) so that either (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 409A will not apply or (ii) if Executive compliance with Section 409A will be achieved. In no event whatsoever shall the Company or its Subsidiaries or Affiliates be liable for any tax, interest or penalties that may be imposed on the Employee by Section 409A of the Code or any damages for failing to comply with Section 409A. Each payment in a series of payments provided to the Employee pursuant to this Agreement will be deemed a separate payment for purposes of Section 409A. In the event that the Employee is determined by the Company to be a "“specified employee" ” for purposes of Code § 409A(a)(2)(B)(iSection 409A at the time of his separation from service with the Company, any payments of nonqualified deferred compensation (after giving effect to any exemptions available under Section 409A) and otherwise payable to the Company determines that delayed commencement of any portion of Employee during the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), commencement of such portion of the Severance Pay benefits will be delayed for first six (6) months following Executive's "his separation from service shall be delayed and paid in a lump sum upon the earlier of (x) the Employee’s date of death, or (y) the first day of the seventh (7th) month following the Employee’s separation from service" pursuant to Code § 409A, or, if sooner, until Executive's death. Delayed Severance Pay benefits and the balance of the installments (if any) shall will be payable in a lump sum on accordance with their original schedule. To the first business day following the expiration of such six (6) month periodextent any expense, and any remaining Severance Pay benefits due shall be paid as otherwise reimbursement or in-kind benefit provided in Section 3(b)(i). Notwithstanding the foregoing, to the maximum extent permitted by applicable lawEmployee constitutes nonqualified deferred compensation for purposes of Section 409A, payment (i) the amount of any expense eligible for reimbursement or the Severance Pay benefits provision of any in-kind benefit with respect to any calendar year shall not affect the amount of expense eligible for reimbursement or the amount of in-kind benefit provided to the Employee in any other calendar year, (ii) the reimbursements for expenses for which the Employee is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in reliance upon Treasury Regulation § 1.409A-l(b)(9which the applicable expense is incurred, and (iii) (with respect to separation pay plans) or Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits shall be treated as a the right to payment or reimbursement or in-kind benefits hereunder may not be subject to liquidation for any other benefit; provided, however, that the foregoing clause (i) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a series of separate payments. The provisions of this Agreement are intended limit related to comply with the applicable requirements of Code § 409A and shall be limited, construed, and interpreted period the arrangement is in accordance with such intenteffect.

409A. Notwithstanding anything to the contrary in this Agreement, The intent of the parties intend is that any amounts payable hereunder comply with or are exempt from Section 409A. For purposes of Section 409A, each of the payments that may be made and benefits 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 negotiate in good faith to make amendments which are subject to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition provisions of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to the extent any of the Severance Pay benefits are treated as nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively "CodeCode Section 409A")) shall comply with Code Section 409A and, then accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Employee notifies the Employer (iwith specificity as to the reason therefor) no that the Employee believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Employee to incur any additional tax or interest under Code Section 409A and the Employer concurs with such payment belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Employee, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. 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 Executive unless Executive's the maximum extent reasonably possible, maintain the original intent and economic benefit to the Employee and the Employer of the applicable provision without violating the provisions of Code Section 409A. A termination of employment constitutes shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Code Section 409A upon or following a termination of employment unless such termination is also a "separation Separation from serviceService" with the Company (as such term is defined in Treasury Regulation Section 1.409A-l(h) and Exhibit B hereto and, for purposes of any successor such provision thereto)of this Agreement, and (ii) if Executive references to a "termination," "termination of employment" or like terms shall mean such "Separation from Service." If the Employee is determined by deemed on the Company date of termination to be a "specified employee" for purposes within the meaning of that term under Code § 409A(a)(2)(B)(i) and Section 409A(a)(2)(B), then with regard to any payment or the Company determines that delayed commencement provision of any portion benefit that is considered deferred compensation under Code Section 409A payable on account of a "Separation from Service," no such payment or benefit shall be made or provided prior to the earlier of (A) the expiration of the Severance Benefits is six (6)-month period measured from the date of such "Separation from Service" of the Employee, and (B) the date of the Employee’s death, to the extent required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i)Section 409A. Upon the expiration of the foregoing delay period, commencement all payments and benefits delayed pursuant to this Section 18(x) (whether they would have otherwise been payable in a single sum or in installments in the absence of such 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 anydelay) shall be payable paid or reimbursed to the Employee in a lump sum on the first business day following the expiration of such six (6) month periodsum, and any remaining Severance Pay payments and benefits due under this Agreement shall be paid as otherwise or provided in accordance with the normal payment dates specified for them herein. For purposes of Code Section 3(b)(i). Notwithstanding 409A, the foregoing, Employee’s right to the 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 receive any installment payments pursuant to separation pay plans) or Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits this Agreement shall be treated as a right to receive a series of separate and distinct payments. The provisions Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement are intended to comply with the applicable requirements contrary, in no event shall any payment under this Agreement that constitutes "nonqualified deferred compensation" for purposes of Code § Section 409A and shall be limited, construed, and interpreted in accordance with such intent.subject to offset by any other amount unless otherwise permitted by Code Section 409A.

409A. Notwithstanding anything to the contrary in this Agreement, the parties intend that any amounts payable hereunder comply with or are exempt from Section 409A. For purposes of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. (a) This Agreement shall will 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 negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to the extent any of the Severance Pay benefits are treated as nonqualified deferred compensation subject to compliance with Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and other guidance promulgated thereunder (the "Code"“Section 409A”), then including any exemption thereunder. With respect to payments, if any, subject to Section 409A (i) no 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” or similar reference shall be made construed to Executive unless Executive's termination of employment constitutes be a "reference to “separation from service" with ” within the Company 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 such term is defined in Treasury Regulation Section 1.409A-l(h409A) that is not exempt from Section 409A, and any successor provision theretosuch amount or benefit is payable or to be provided as a result of a “separation from service” (as defined in Section 409A), and Executive is a “specified employee” (iias 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 day 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, 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 is determined by “separates from service” due to death or if Executive dies before the Company to be a "specified employee" for purposes of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of six-month period has elapsed, in which event any portion of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), commencement of such portion of the Severance Pay payments or benefits will be delayed for six (6) months following paid or provided to Executive's "separation from service" pursuant to Code § 409A, or, if sooner, until Executive's death. Delayed Severance Pay benefits (if any) shall be payable in a lump sum on the first business day following the expiration of such six (6) month period, and any remaining Severance Pay benefits due shall be paid ’s estate as otherwise provided contemplated in Section 3(b)(i). Notwithstanding the foregoing9, to the 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 Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits shall be treated as a right to a series of separate payments. The provisions of this Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limited, construed, and interpreted in accordance with such intentabove.

409A. Notwithstanding anything This Agreement is intended to the contrary in this Agreement, the parties intend provide payments that any amounts payable hereunder comply with or are exempt from Section 409A. For purposes and/or that comply with the provisions of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and Executive agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to the extent any of the Severance Pay benefits are treated as nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "“Code"”) and related regulations and Treasury pronouncements (“Section 409A”), then and this Agreement shall be interpreted accordingly (i) no such 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 Executive to Executive unless 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 Executive's ’s “termination of employment constitutes a "employment” or other similar term shall refer to Executive’s “separation from service" with ” within the Company (as such term is defined in Treasury Regulation meaning of Section 409A and Treas. Reg. Section 1.409A-l(h). Notwithstanding anything herein to the contrary, if on the date of Executive’s separation from service Executive is a “specified employee,” as defined in Section 409A, then any portion of any payments, benefits or other consideration under this Agreement that are determined to be subject to the additional tax provided by Section 409A(a)(1)(B) and any successor provision theretoof the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed until the first (1st) business day of the seventh (7th) month following Executive’s separation from service date (or, if earlier, Executive’s date of death), and (ii) if Executive is determined by the Company to be a "specified employee" for purposes of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of any portion of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), commencement total of such 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) amounts shall be payable in paid as a lump sum on such date. For purposes of clarification, any portion of any separation allowance or other payment due to Executive under this Agreement that is not considered deferred compensation under Section 409A through either the first business day following “short-term deferral” exception pursuant to Treasury Reg. 1.409A-l(b)(4) or the expiration of such six (6) month period, and any remaining Severance Pay benefits due shall be paid as otherwise provided in Section 3(b)(i)“separation pay” exception pursuant to Treasury Reg. Notwithstanding the foregoing, to the 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 will not be subject to the 6 month delay described in this paragraph as provided under Section 409A. With respect to separation pay plansany expense, reimbursement or in-kind benefit provided pursuant to this Agreement that constitutes a “deferral of compensation” within the meaning of Section 409A, (i) the expenses eligible for reimbursement or Treasury Regulation § 1.409Ain-l(b)(4kind benefits provided to Executive must be incurred during the Employment Period (or applicable survival period). The Severance Pay , (ii) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (iii) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be treated as a made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (iv) the right to a series payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. Executive acknowledges and agrees that Executive has obtained no advice from the Company or any of separate payments. The provisions its affiliates, or any of this Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limitedtheir respective officers, construeddirectors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and interpreted that none of such persons or entities have made any representation regarding the tax consequences, if any, of Executive’s receipt of the payments, benefits and other consideration provided for in accordance with such intentthis Agreement. Executive further acknowledges and agrees that Executive 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 Executive under this Agreement. Executive agrees to hold the Company harmless for any and all taxes, penalties or other assessments that Executive is, or may become, obligated to pay on account of any payments made and other consideration provided to Executive under this Agreement.

409A. Notwithstanding anything To the maximum extent 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 contrary Company’s adoption of such conforming amendments as the Company deems advisable or necessary, in this Agreementits sole discretion (but without an obligation to do so), the parties intend that any amounts payable hereunder to comply with or are exempt from Section 409A and avoid the imposition of taxes under Section 409A. For purposes of this Agreement, a termination of employment means a “separation from service” as defined in Section 409A, each 409A. Each payment made pursuant to any provision of the payments that may be made under this Agreement shall be deemed to be considered a separate payment and not one of a series of payments for purposes of Section 409A. This Agreement shall To the extent any nonqualified deferred compensation payment to Employee could be administeredpaid in one or more of Employee’s taxable years depending upon Employee completing certain employment-related actions, interpreted and construed in a manner that does not result then any such payments will commence or occur in the imposition of additional taxes, penalties or interest under later taxable year to the extent required by Section 409A. The Company and Executive agree to negotiate If upon Employee’s “separation from service” within the meaning of Section 409A, Employee is then a “specified employee” (as defined in good faith to make amendments Section 409A), then solely to the Agreement, as the parties mutually agree are extent necessary or desirable to comply with Section 409A and avoid the imposition of taxes, penalties or interest taxes under Section 409A. Notwithstanding anything else herein409A, to the extent any Company shall defer payment of the Severance Pay benefits are treated as “nonqualified deferred compensation compensation” subject to Section 409A payable as a result 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) if Executive is determined by the Company to be a "specified employee" for purposes of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of any portion of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), commencement of such portion of the Severance Pay benefits will be delayed for within six (6) months following Executive's "such “separation from service" pursuant to Code § 409A, or, if sooner, ” until Executive's death. Delayed Severance Pay benefits the earlier of (if anyi) shall be payable in a lump sum on the first business day following the expiration of such six (6) month period, and any remaining Severance Pay benefits due shall be paid as otherwise provided in Section 3(b)(i). Notwithstanding the foregoing, to the maximum extent permitted by applicable law, payment of the Severance Pay benefits seventh month following Employee’s “separation from service,” or (ii) ten (10) days after the Company receives written confirmation of Employee’s death. Any such delayed payments shall be made in reliance upon Treasury Regulation § 1.409A-l(b)(9) (with respect to separation pay plans) or Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits shall be treated as a right to a series of separate payments. The provisions of this Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limited, construed, and interpreted in accordance with such intentwithout interest.

409A. Notwithstanding anything This Agreement is intended to the contrary in this Agreement, the parties intend provide payments that any amounts payable hereunder comply with or are exempt from Section 409A. For purposes and/or that comply with the provisions of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and Executive agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to the extent any of the Severance Pay benefits are treated as nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and related regulations and Treasury pronouncements ("Section 409A"), then and this Agreement shall be interpreted accordingly (i) no such 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 Executive to Executive unless 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 Executive's "termination of employment constitutes a "separation from serviceemployment" with the Company (as such or other similar term is defined in Treasury Regulation Section 1.409A-l(h) and any successor provision thereto), and (ii) if Executive is determined by the Company shall refer to be a "specified employee" for purposes of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of any portion of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), commencement of such portion of the Severance Pay benefits will be delayed for six (6) months following Executive's "separation from service" pursuant within the meaning of Section 409A and Treas. Reg. Section 1.409A-l(h). Notwithstanding anything herein to Code § the contrary, if on the date of Executive's separation from service Executive is a "specified employee," as defined in Section 409A, then any portion of any payments, benefits or other consideration under this Agreement that are determined to be subject to the additional tax provided by Section 409A(a)(1)(B) of the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed until the first (1st) business day of the seventh (7th) month following Executive's separation from service date (or, if soonerearlier, until Executive's date of death. Delayed Severance Pay benefits (if any) ), and the total of such delayed amounts shall be payable in paid as a lump sum on such date. For purposes of clarification, any portion of any separation allowance or other payment due to Executive under this Agreement that is not considered deferred compensation under Section 409A through either the first business day following "short- term deferral" exception pursuant to Treasury Reg. 1.409A-l(b)(4) or the expiration of such six (6) month period, and any remaining Severance Pay benefits due shall be paid as otherwise provided in Section 3(b)(i)"separation pay" exception pursuant to Treasury Reg. Notwithstanding the foregoing, to the 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 will not be subject to the 6 month delay described in this paragraph as provided under Section 409A. With respect to separation pay plansany expense, reimbursement or in-kind benefit provided pursuant to this Agreement that constitutes a "deferral of compensation" within the meaning of Section 409A, (i) the expenses eligible for reimbursement or Treasury Regulation § 1.409Ain-l(b)(4kind benefits provided to Executive must be incurred during the Employment Period (or applicable survival period). The Severance Pay , (ii) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (iii) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be treated as a made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (iv) the right to a series payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. Executive acknowledges and agrees that Executive has obtained no advice from the Company or any of separate payments. The provisions its affiliates, or any of this Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limitedtheir respective officers, construeddirectors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and interpreted that none of such persons or entities have made any representation regarding the tax consequences, if any, of Executive's receipt of the payments, benefits and other consideration provided for in accordance with such intentthis Agreement. Executive further acknowledges and agrees that Executive 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 Executive under this Agreement. Executive agrees to hold the Company harmless for any and all taxes, penalties or other assessments that Executive is, or may become, obligated to pay on account of any payments made and other consideration provided to Executive under this Agreement.

409A. Notwithstanding anything to It is intended that the contrary in payments and benefits under this Agreement, the parties intend that any amounts payable hereunder Agreement comply with Section 409A of the Code (together with the Treasury Regulations relating thereto, “Section 409A”), or are exempt from Section 409A. For purposes of satisfy the requirements for an exemption to Section 409A, in each of case, to the payments that may be made under extent applicable to this Agreement and, accordingly, to the maximum extent permitted, this Agreement shall be deemed interpreted and be administered to be a separate payment for purposes in compliance therewith (or to be in satisfaction 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 negotiate in good faith to make amendments an exemption therefrom). Notwithstanding anything contained herein to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else hereincontrary, to the extent any 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, no Termination Date shall be deemed to have occurred, and no payment otherwise payable upon a termination of the Severance Pay benefits 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 Executive’s employment shall be made paid to the Executive under this Agreement unless and until the Executive's ’s termination of employment constitutes a "“separation from service" with ” from the Company within the meaning of Section 409A (a “Separation from Service”). Any payments described in this Agreement that qualify for the “short-term deferral” exception from Section 409A as such term is defined described in Treasury Regulation Section 1.409A-l(h1.409A-1(b)(4) and any successor provision thereto)will be paid under such exception. For purposes of Section 409A of the Code (including, and (ii) if Executive is determined by the Company to be a "specified employee" without limitation, for purposes of Code § 409A(a)(2)(B)(iTreasury Regulation Section 1.409A-2(b)(2)(iii) and the Company determines that delayed commencement of any portion application of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(ishort-term deferral exception), commencement of such portion of the Severance Pay benefits each payment under this Agreement will be delayed for six (6) months following Executive's "separation from service" treated as a separate payment and any right to a series of installment payments pursuant to Code § 409A, or, if sooner, until Executive's death. Delayed Severance Pay benefits (if any) shall be payable in a lump sum on the first business day following the expiration of such six (6) month period, and any remaining Severance Pay benefits due shall be paid as otherwise provided in Section 3(b)(i). Notwithstanding the foregoing, to the 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 Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits shall this Agreement will be treated as a right to a series of separate payments. The provisions of Notwithstanding anything to the contrary in this Agreement are intended (whether under this Agreement or otherwise), to comply with the applicable requirements extent delayed commencement of Code § 409A and 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 limiteddelayed 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, construedto the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, any payments or amounts reimbursable to the Executive under this Agreement shall be paid or reimbursed to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred and interpreted the amount of expenses eligible for reimbursement (and in-kind benefits provided to the Executive) during any one calendar year may not affect amounts reimbursable or provided in accordance with any subsequent calendar year and the Executive’s right to such intentreimbursements (or in-kind benefits) may not be liquidated or exchanged for any other benefit. With respect to any 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. Notwithstanding anything This Agreement is intended to the contrary in this Agreement, the parties intend provide payments that any amounts payable hereunder comply with or are exempt from Section 409A. For purposes and/or that comply with the provisions of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and Executive agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to the extent any of the Severance Pay benefits are treated as nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "“Code"”) and related regulations and Treasury pronouncements (“Section 409A”), then and this Agreement shall be interpreted accordingly (i) no such 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 Executive unless Executive's 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 constitutes a "employment” or other similar term shall refer to Employee’s “separation from service" with ” within the Company (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 such term is defined in Treasury Regulation Section 1.409A-l(h409A, then any portion of any payments, benefits or other consideration under this Agreement that are determined to be subject to the additional tax provided by Section 409A(a)(1)(B) and any successor provision theretoof the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the 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 (ii) if Executive is determined by the Company to be a "specified employee" for purposes of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of any portion of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), commencement total of such 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) amounts shall be payable in paid as a lump sum on such date. For purposes of clarification, any portion of any separation allowance or other payment due to Employee under this Agreement that is not considered deferred compensation under Section 409A through either the first business day following “short-term deferral” exception pursuant to Treasury Reg. 1.409A-1(b)(4) or the expiration of such six (6“separation pay” exception pursuant to Treasury Reg. 1.409A-1(b)(9) month period, and any remaining Severance Pay benefits due shall will not be paid as otherwise provided in Section 3(b)(i). Notwithstanding the foregoing, subject to the maximum extent permitted by 6 month delay described in this paragraph as provided under Section 409A. With respect to any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that constitutes a “deferral of compensation” within the meaning of Section 409A, (i) the expenses eligible for reimbursement or in-kind benefits provided to Employee must be incurred during the Employment Period (or applicable lawsurvival period), payment (ii) the amount of expenses eligible for reimbursement or in-kind benefits provided to Employee during any calendar year will not affect the Severance Pay amount of expenses eligible for reimbursement or in-kind benefits provided to Employee in any other calendar year, (iii) the reimbursements for expenses for which Employee is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in reliance upon Treasury Regulation § 1.409A-l(b)(9which the applicable expense is incurred, and (iv) (with respect to separation pay plans) or Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits shall be treated as a the right to a series payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. Employee acknowledges and agrees that Employee has obtained no advice from the Company or any of separate payments. The provisions its affiliates, or any of this Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limitedtheir respective officers, construeddirectors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and interpreted 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 accordance with such intentthis 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 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 payments made and other consideration provided to Employee under this Agreement.

409A. Notwithstanding anything to the contrary in this Agreement, if at the parties intend that time Employee’s employment terminates, and Employee is a “specified employee,” as defined below, any and all amounts payable hereunder comply with or are exempt from Section 409A. For purposes of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes on account 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 negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to the extent any of the Severance Pay benefits 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 service that would (as such term is defined in Treasury Regulation Section 1.409A-l(hbut for this provision) and any successor provision thereto), and (ii) if Executive is determined by the Company to be a "specified employee" for purposes of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of any portion of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), commencement of such portion of the Severance Pay benefits will be delayed for payable within six (6) months following Executive's "separation from service" pursuant to Code § 409Athe date of termination, or, if sooner, until Executive's death. Delayed Severance Pay benefits (if any) shall instead be payable in a lump sum paid on the first next business day following the expiration of such six (6) month periodperiod or, if earlier, upon Employee’s death; except (a) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (b) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (c) other amounts or benefits that are not subject to the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986 as amended (the “Code”). For purposes of this Agreement, all references to “termination of employment” and correlative phrases 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), and any remaining Severance Pay benefits due the term “specified employee” means an individual determined by the Company to be a specified employee under Treasury regulation Section 1.409A-1(i). Each payment made under this Agreement shall be paid treated as otherwise provided in Section 3(b)(i). Notwithstanding a separate payment and the foregoing, right to the maximum extent permitted by applicable law, payment a series of the Severance Pay benefits shall be made in reliance upon Treasury Regulation § 1.409A-l(b)(9) (with respect installment payments under this Agreement is to separation pay plans) or Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits shall be treated as a right to a series of separate payments. In no event shall the Company have any liability relating to the failure or alleged failure of any payment or benefit under this Agreement to comply with, or be exempt from, the requirements of Section 409A. The provisions immediately preceding sentence shall not apply if such failure is caused by the Company’s or any of its affiliates’ breach of this Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limited, construed, and interpreted in accordance with such intentAgreement.

409A. Notwithstanding anything to To the contrary extent applicable, this Agreement shall be interpreted in this Agreement, accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. The intent of the parties intend is that any amounts payable hereunder payments and benefits under this Agreement comply with with, or are be exempt from Section 409A. For purposes of Section 409A, each 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with such intention. To the extent that any provision in this Agreement is ambiguous as to its compliance with or exemption from Section 409A of the Code, the provision shall be read in such a manner that no payments that may be made payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. Each installment in a series of |US-DOCS\155440181.4|| payments shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered409A of the Code. For purposes of this Agreement, 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 negotiate in good faith to make amendments all references to the Agreement, Executive’s “termination of employment” shall mean the Executive’s “separation from service” as the parties mutually agree defined in Treasury Regulation Section 1.409A-1(h) (“Separation from Service”). If any payments hereunder are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, subject to the extent any requirements of the Severance Pay benefits are treated as nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986(determined after taking into account the “short-term deferral” rule in Treasury Regulation Section 1.409A-1(b)(4), as amended (the "Code"“two-year, two-time” rule described in Treasury Regulation Section 1.409A-1(b)(9), and any other available exception from such requirements), then (i) no such payment shall payments will be made paid on the 60th day following Executive’s Separation from Service to Executive unless Executive's termination of employment constitutes a "separation from service" with the Company (as such term is defined in Treasury Regulation extent required to avoid any adverse treatment under Section 1.409A-l(h) and any successor provision thereto)409A, and (ii) if the Executive is a “specified employee” (as determined by the Company REIT in accordance with Treasury Regulation Section 1.409A-1(i)) as of his or her Date of Termination, then such payments shall be subject to be a "specified employee" for purposes the six-month delay rule of Code § Section 409A(a)(2)(B)(i) and the Company determines that delayed commencement of any portion of the Severance Benefits Code. Each payment that is required in order subject to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i)such six-month delay rule shall be made, commencement without interest, on the later of such portion of (i) the Severance Pay benefits will be delayed for first payroll date that is at least six months after the Executive’s Separation from Service (6) months following Executive's "separation from service" pursuant to Code § 409A, or, if soonerearlier, until as soon as practicable after the Executive's ’s death) or (ii) the date when such payment would otherwise be due under the terms of this Agreement. Delayed Severance Pay benefits (if any) To the extent required by Section 409A of the Code, any reimbursement or in-kind benefit provided under this Agreement shall be payable provided in a lump sum on accordance with the first business day following following: (i) the expiration amount of such six expenses eligible for reimbursement, or in-kind benefits provided during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (6ii) month period, and any remaining Severance Pay payments in lieu of the benefits due shall be paid as otherwise provided no later than the end of the Executive’s taxable year next following the Executive’s taxable year in Section 3(b)(i)which the benefit or expense was due to be paid; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, anything to the maximum extent permitted by applicable lawcontrary contained in this Agreements, payment in the event that any of the Severance Pay benefits Executive’s compensation or equity awards have been deferred by the Executive, such deferred cash compensation or equity awards shall be made in reliance upon Treasury Regulation § 1.409A-l(b)(9) (with respect distributed to separation pay plans) or Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits shall be treated as a right to a series of separate payments. The provisions of this Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limited, construed, and interpreted Executive in accordance with such intentthe deferral elections made by the Executive or the applicable awards agreements pursuant to which the equity awards were granted, and in all events in accordance with Section 409A of the Code.

409A. Notwithstanding anything to the contrary in this Agreement, the parties intend It is intended that any amounts payable hereunder comply with or are exempt from Section 409A. For purposes of Section 409A, each all of the payments that may be made payable under this Agreement shall be deemed to be a separate payment for purposes exempt from the application 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 negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to the extent any of the Severance Pay benefits 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 thereto409A”), and (ii) if Executive is determined 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 determines that 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 the Severance Benefits 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, commencement such payments shall not be provided to you prior to the earliest of such portion (a) the expiration of the Severance Pay benefits will be delayed for six (6) months following Executive's "six-month period measured from the date of your separation from service" pursuant to Code § 409Aservice with the Company, or, if sooner, until Executive's death(b) the date of your death or (c) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Delayed Severance Pay benefits (if any) shall be payable in a lump sum on Upon the first business day following the expiration of such six (6applicable Code Section 409A(a)(2)(B)(i) month period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to you, and any remaining Severance Pay benefits 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 the “short-term deferral” rule set forth in Section 3(b)(i). Notwithstanding the foregoing, to the maximum extent permitted by applicable law, payment 1.409A-1(b)(4) 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 Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits shall be treated as a right to a series of separate Regulations will not constitute deferred payments. The provisions of this Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limited, construed, and interpreted in accordance with such intent.

409A. (a) 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 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 anything any provision to the contrary in this Agreement, if the parties intend Executive is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any 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 Code (after taking into account any amounts applicable exceptions to such requirement), such payment or benefit shall be made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive's “separation from service,” or (ii) the date of the Executive's death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable hereunder comply 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 any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With respect to any reimbursement or are exempt from Section 409A. For in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, each of except as otherwise permitted by Section 409A, the payments following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind 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. 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 negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to the extent any of the Severance Pay benefits 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) if Executive is determined by the Company to be a "specified employee" for purposes of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of any portion of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), commencement of such 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 be payable in a lump sum on the first business day following the expiration of such six (6) month period, and any remaining Severance Pay benefits due shall be paid as otherwise provided in Section 3(b)(i). Notwithstanding the foregoing, to the 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 Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits shall be treated as a right to a series of separate payments. The provisions of this Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limited, construed, and interpreted in accordance with such intent.409A.

409A. Notwithstanding anything to In the contrary in this Agreement, the parties intend event that any amounts payable hereunder comply with or are exempt from Section 409A. For purposes of Section 409A, each of the payments that may be made under or benefits set forth in Section 4 of 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 negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to the extent any of the Severance Pay benefits are treated as nonqualified constitute “non-qualified deferred compensation compensation” subject to Section 409A of the Internal Revenue Code, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of 1986such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 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 amended a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the "timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Company (within the meaning of Section 409A(a)(2)(B)(i) of the Code"), then (i) no such payment shall be made limited only to Executive unless Executive's termination of employment constitutes a "separation from service" the extent necessary to comply with the Company (as such term is defined in Treasury Regulation requirements of Section 1.409A-l(h) and any successor provision thereto), and (ii) if Executive is determined by the Company to be a "specified employee" for purposes of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of any portion of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), commencement of such 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 any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (if anyand not otherwise exempt from its application) shall be payable in a lump sum on withheld until the first (1st) business day of the seventh (7th) month following the expiration termination of such six (6) month periodExecutive’s employment, and any remaining Severance Pay benefits due at which time Executive shall be paid as otherwise provided in Section 3(b)(i). Notwithstanding the foregoing, an aggregate amount equal to the maximum extent permitted by applicable lawaccumulated, payment but unpaid, payments otherwise due to Executive under the terms of Section 4. (iii) It is intended that each installment of the Severance Pay payments and benefits shall be made in reliance upon Treasury Regulation § 1.409A-l(b)(9) (with respect to separation pay plans) or Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits provided under Section 4 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A. Neither Company nor Executive shall have the right to a series accelerate or defer the delivery of separate payments. The provisions any such payments or benefits except to the extent specifically permitted or required by Section 409A. (iv) Notwithstanding any other provision of this Agreement are intended to comply with the applicable requirements of Code § 409A and contrary, this Agreement shall be limitedinterpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, construedor the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and interpreted in accordance agrees that Company does not guarantee the tax treatment or tax consequences associated with such intent.any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.

409A. Notwithstanding anything This Agreement is intended to the contrary in this Agreement, the parties intend provide payments that any amounts payable hereunder comply with or are exempt from Section 409A. For purposes and/or that comply with the provisions of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and Executive agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to the extent any of the Severance Pay benefits are treated as nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "“Code"”) and related regulations and Treasury pronouncements (“Section 409A”), then and this Agreement shall be interpreted accordingly (i) no such 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 Executive unless Executive's termination 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 employment constitutes a "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" with the Company (service Employee is a “specified employee,” as such term is defined in Treasury Regulation Section 1.409A-l(h) and any successor provision thereto)409A, and (ii) if Executive is determined by the Company to be a "specified employee" for purposes of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of then any portion of any payments, benefits or other consideration under this Agreement that are determined to be subject to the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), commencement of such portion additional tax provided by Section 409A(a)(1)(B) of the Severance Pay benefits will Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed for six until the first (61st) months business day of the seventh (7th) month following Executive's "Employee’s separation from service" pursuant to Code § 409A, service date (or, if soonerearlier, until Executive's Employee’s date of death. Delayed Severance Pay benefits (if any) and shall be payable in paid as a lump sum on such date. Employee acknowledges and agrees that Employee has obtained no advice from the first business day following the expiration 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 six (6) month periodpersons or entities have made any representation regarding the tax consequences, if any, of Employee’s receipt of the payments, benefits and any remaining Severance Pay benefits due shall be paid as otherwise other consideration provided for in Section 3(b)(i)this Agreement. Notwithstanding Employee further acknowledges and agrees that Employee is personally responsible for the foregoing, to the maximum extent permitted by applicable law, 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 hold the Severance Pay benefits shall be Company harmless for any and all taxes, penalties or other assessments that Employee is, or may become, obligated to pay on account of any payments made in reliance upon Treasury Regulation § 1.409A-l(b)(9) (with respect and other consideration provided to separation pay plans) or Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits shall be treated as a right to a series of separate payments. The provisions of Employee under this Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limited, construed, and interpreted in accordance with such intentAgreement.

409A. Notwithstanding anything to the contrary in this Agreement, The intent of the parties intend is that any amounts payable hereunder comply with or payments and benefits under this Agreement are exempt from or comply with Section 409A. For purposes of Section 409A, each 409A of the payments that may be made under Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be deemed 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 separate payment 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. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of Section 409A. This any payments under 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 negotiate in good faith to make amendments to the Agreement, as the parties mutually agree which are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to the extent any of the Severance Pay benefits are treated as nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (until the "Code"), then (i) no such payment shall Executive would be made considered to Executive unless Executive's termination of employment constitutes have incurred a "“separation from service" with ” 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 the Executive is a “specified employee,” as such term is defined in Treasury Regulation Section 1.409A-l(h409A(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 any successor provision thereto)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 (iiB) if Executive is determined by commence any remaining payments in accordance with the Company 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 be a "specified employee" for purposes of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of any portion of contrary, to the Severance Benefits is extent required in order to avoid a prohibited distribution accelerated taxation and/or tax penalties under Code § 409A(a)(2)(B)(i), commencement of such portion Section 409A of the Severance Pay Code, amounts that would otherwise be payable and benefits will that would otherwise be delayed for six (6) months provided pursuant to this Agreement or any other arrangement between the Executive and the Company during the six−month period immediately following the Executive's "’s separation from service" pursuant to Code § 409A, or, if sooner, until Executive's death. Delayed Severance Pay benefits (if any) service shall instead be payable in a lump sum paid on the first business day after the date that is six months following the expiration Executive’s separation from service (or, if earlier, the Executive’s date of such six (6) month perioddeath). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, and any remaining Severance Pay benefits due amounts reimbursable to the Executive under this Agreement shall be paid as otherwise 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) during one year may not affect amounts reimbursable or provided in Section 3(b)(i)any subsequent year. Notwithstanding the foregoing, to the maximum extent permitted by applicable law, payment The Company makes no representation that any or all of the Severance Pay benefits payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. For purposes of this Section 16(j), Section 409A of the Code shall be made in reliance upon include all Treasury Regulation § 1.409A-l(b)(9) (regulations and any other guidance promulgated thereunder or published with respect to separation pay plans) or Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits shall be treated as a right to a series of separate payments. The provisions of this Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limited, construed, and interpreted in accordance with such intentthereto.

409A. Notwithstanding anything to the contrary in (a) It is intended that this Agreement, the parties intend that any amounts payable hereunder Agreement will comply with or are exempt from Section 409A. For purposes of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and Executive agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to the extent any of the Severance Pay benefits are treated as nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "“Code"”) and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”), then (i) no such payment to the extent the Agreement is subject thereto, and the Agreement shall be made 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 12.14 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 unless Executive's termination from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A of employment constitutes a "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" ” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company (as such term is defined in Treasury Regulation Section 1.409A-l(h) and any successor provision thereto), and (ii) if Executive is determined by the Company to be a "“specified employee" for purposes ” (within the meaning of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of any portion of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(iTreas. Reg. Section 1.409A-1(i)), commencement then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account of such portion of the Severance Pay benefits will be delayed for six (6) months following Executive's "a “separation from service" ” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code § 409A(after taking into account any applicable exceptions to such requirement), or, if sooner, until such payment or benefit shall be made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive's death“separation from service,” or (ii) the date of the Executive's death (the “Delay Period”). Delayed Severance Pay Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (if anywhether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be payable paid or reimbursed to the Executive in a lump sum on the first business day following the expiration of such six (6) month period, and any remaining Severance Pay payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise provided in Section 3(b)(i). Notwithstanding the foregoing, to the maximum extent permitted by applicable lawSection 409A, payment the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the Severance Pay calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind 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 in reliance upon Treasury Regulation § 1.409A-l(b)(9within thirty (30) (with respect to separation pay plans) or Treasury Regulation § 1.409A-l(b)(4days after termination of employment”). The Severance Pay benefits , the actual date of payment within the specified period shall be treated as a right to a series within the sole discretion of separate paymentsthe Company. The provisions of Whenever payments under this Agreement are intended to comply with the applicable requirements of Code § 409A and be made in installments, each such installment shall be limited, construed, and interpreted in accordance with such intent.deemed to be a separate payment for purposes of Section 409A.

409A. Notwithstanding anything This Agreement is intended to the contrary in this Agreement, the parties intend provide payments that any amounts payable hereunder comply with or are exempt from Section 409A. For purposes and/or that comply with the provisions of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and Executive agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to the extent any of the Severance Pay benefits are treated as nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "“Code"”) and related regulations and Treasury pronouncements (“Section 409A”), then and this Agreement shall be interpreted accordingly (i) no such 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 Executive to Executive unless 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 Executive's ’s “termination of employment constitutes a "employment” or other similar term shall refer to Executive’s “separation from service" with ” within the Company (meaning of Section 409A and Treas. Reg. Section 1.409A-1(h). Notwithstanding anything herein to the contrary, if on the date of Executive’s separation from service Executive is a “specified employee,” as such term is defined in Treasury Regulation Section 1.409A-l(h409A, then any portion of any payments, benefits or other consideration under this Agreement that are determined to be subject to the additional tax provided by Section 409A(a)(1)(B) and any successor provision theretoof the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed until the first (1st) business day of the seventh (7th) month following Executive’s separation from service date (or, if earlier, Executive’s date of death), and (ii) if Executive is determined by the Company to be a "specified employee" for purposes of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of any portion of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), commencement total of such 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) amounts shall be payable in paid as a lump sum on such date. For purposes of clarification, any portion of any separation allowance or other payment due to Executive under this Agreement that is not considered deferred compensation under Section 409A through either the first business day following “short-term deferral” exception pursuant to Treasury Reg. 1.409A-1(b)(4) or the expiration of such six (6“separation pay” exception pursuant to Treasury Reg. 1.409A-1(b)(9) month period, and any remaining Severance Pay benefits due shall will not be paid as otherwise provided in Section 3(b)(i). Notwithstanding the foregoing, subject to the maximum extent permitted by 6 month delay described in this paragraph as provided under Section 409A. With respect to any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that constitutes a “deferral of compensation” within the meaning of Section 409A, (i) the expenses eligible for reimbursement or in-kind benefits provided to Executive must be incurred during the Employment Period (or applicable lawsurvival period), payment (ii) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the Severance Pay amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (iii) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in reliance upon Treasury Regulation § 1.409A-l(b)(9which the applicable expense is incurred, and (iv) (with respect to separation pay plans) or Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits shall be treated as a the right to a series payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. Executive acknowledges and agrees that Executive has obtained no advice from the Company or any of separate payments. The provisions its affiliates, or any of this Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limitedtheir respective officers, construeddirectors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and interpreted that none of such persons or entities have made any representation regarding the tax consequences, if any, of Executive’s receipt of the payments, benefits and other consideration provided for in accordance with such intentthis Agreement. Executive further acknowledges and agrees that Executive 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 Executive under this Agreement. Executive agrees to hold the Company harmless for any and all taxes, penalties or other assessments that Executive is, or may become, obligated to pay on account of any payments made and other consideration provided to Executive under this Agreement.

409A. Notwithstanding anything to the contrary in this Agreement, the parties intend that any amounts payable hereunder comply with or are exempt from Section 409A. For purposes of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and Executive agree to Execution Version Employment Agreement ▇▇▇▇ ▇▇▇▇▇▇▇ negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to the extent any of the Severance Pay benefits 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) if Executive is determined by the Company to be a "specified employee" for purposes of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of any portion of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), commencement of such 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 be payable in a lump sum on the first business day following the expiration of such six (6) month period, and any remaining Severance Pay benefits due shall be paid as otherwise provided in Section 3(b)(i). Notwithstanding the foregoing, to the 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 Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits shall be treated as a right to a series of separate payments. The provisions of this Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limited, construed, and interpreted in accordance with such intent.

409A. It is intended that the payments and benefits under this Agreement comply with Section 409A of the Code (together with the Treasury Regulations relating thereto, “Section 409A”), or satisfy the requirements for an exemption to 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 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, no Termination Date shall be deemed to 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” from the Company within the meaning of Section 409A (a “Separation from Service”). Any payments described in this Agreement that qualify for the “short-term deferral” exception from Section 409A as described in Treasury Regulation Section 1.409A-1(b)(4) will be paid under such exception. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-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. Notwithstanding anything to the contrary in this Agreement, the parties intend that any amounts payable hereunder comply with or are exempt from Section 409A. For purposes of Section 409A, each of the payments that may be made Agreement (whether 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 negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else hereinotherwise), to the extent any of the Severance Pay benefits 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) if Executive is determined by the Company to be a "specified employee" for purposes of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of any portion of the Severance Benefits payments to be made to the Executive upon his Separation from Service is required in order to avoid a prohibited distribution payment under Code § Section 409A(a)(2)(B)(i)) of the Code, commencement of such portion of the Severance Pay benefits will payments shall be delayed for 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 "separation from service" pursuant ’s death. Notwithstanding anything contained herein to Code § the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, or, if sooner, until Executive's death. Delayed Severance Pay benefits (if any) shall be payable in a lump sum on amounts reimbursable to the first business day following the expiration of such six (6) month period, and any remaining Severance Pay benefits due Executive under this Agreement shall be paid as otherwise 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) during any one year may not affect amounts reimbursable or provided in Section 3(b)(i). Notwithstanding the foregoing, to the maximum extent permitted by applicable law, payment of the Severance Pay benefits shall any subsequent year and may not be made in reliance upon Treasury Regulation § 1.409A-l(b)(9) (with respect to separation pay plans) liquidated or Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits shall be treated as a right to a series of separate payments. The provisions of this Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limited, construed, and interpreted in accordance with such intentexchanged for any other benefit.

409A. Notwithstanding anything The intent of the parties is that the payment of any Amounts or benefits under this Agreement which are subject to the contrary in provisions of Code Section 409A shall comply with Code Section 409A and, accordingly, to the maximum extent permitted, this AgreementAgreement shall be interpreted to comply therewith. To the extent required by Code Section 409A, a cessation or termination of the Employee’s employment shall not be deemed to have occurred for purposes of Section 7 or Section 9 or any other provision of this Agreement providing for the payment of any Amounts or benefits subject to Code Section 409A upon or following a cessation or termination of employment unless such termination is also a Separation from Service. If the Employee is deemed at the time of 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 a Separation from Service, no such payment or benefit shall be made or provided prior to the earlier of (A) the expiration of the six (6) month period measured from the time of such Separation from Service of the Employee, and (B) the time of the Employee’s death, to the extent required under Code Section 409A. For the avoidance of doubt, the parties intend that any amounts payable hereunder comply with or are exempt from Section 409A. For the Manager Payment Time is a “specified time” for purposes of Code Section 409A, each 409A(a)(2)(A)(iv). Upon the expiration of the foregoing delay period, all payments that may and benefits delayed pursuant to this Section 14(k) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be made paid or reimbursed to Isthmus or the Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed paid or provided 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 negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to the extent any of the Severance Pay benefits 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" accordance with the Company (as such term is defined in Treasury Regulation Section 1.409A-l(h) and any successor provision thereto), and (ii) if Executive is determined by the Company to be a "normal payment times specified employee" for them herein. For purposes of Code § 409A(a)(2)(B)(i) and Section 409A, the Company determines that delayed commencement right of Isthmus or the Employee to receive any portion of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), commencement of such portion of the Severance Pay benefits will be delayed for six (6) months following Executive's "separation from service" installment payments pursuant to Code § 409A, or, if sooner, until Executive's death. Delayed Severance Pay benefits (if any) shall be payable in a lump sum on the first business day following the expiration of such six (6) month period, and any remaining Severance Pay benefits due shall be paid as otherwise provided in Section 3(b)(i). Notwithstanding the foregoing, to the 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 Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits this Agreement shall be treated as a right to receive a series of separate and distinct payments. The provisions Whenever a payment under this Agreement specifies a payment period, the actual time of payment within that specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement are intended to comply with the applicable requirements contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code § Section 409A be subject to 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 the 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 limited, construedpayable to the Employee at the Manager Payment Time, and interpreted the remaining portion of the Profit-Sharing Payment (the “Disputed Portion”) shall be payable in accordance with such intentTreas. Reg. Section 1.409A-3(g) (Disputed Payments and Refusals to Pay).

409A. Notwithstanding anything to the contrary in It is intended that this Agreement, the parties intend that any amounts payable hereunder Agreement will comply with or are exempt from Section 409A. For purposes of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and Executive agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to the extent any of the Severance Pay benefits are treated as nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "“Code"”) (and any regulations and guidelines issued thereunder), to the extent 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, if the Executive is deemed on the date of his “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) to be a “specified employee” within the meaning of that term under Section 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 payment so required to be delayed shall not be made prior to the earlier of (i) no such payment shall be made to Executive unless Executive's termination the expiration of employment constitutes a "the six (6)-month period measured from the date of his “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 ” or (ii) if Executive is determined by the Company to be a "specified employee" for purposes date of Code § 409A(a)(2)(B)(i) and his death (the Company determines that delayed commencement of any portion “Delay Period”). Upon the expiration of the Severance Benefits is required Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), commencement single sum or in installments in the absence of such 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 anydelay) shall be payable paid or reimbursed to the Executive in a lump sum on the first business day following the expiration of such six (6) month periodsum, and any remaining Severance Pay benefits payments due under this Agreement shall be paid as otherwise provided in Section 3(b)(i)accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, Whenever payments under this Agreement are to the 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) (installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A of the Code. In no case will compliance with this Section by the Company constitute a breach of the Company’s obligations under this Agreement. With respect to separation pay plans) any reimbursement or Treasury Regulation § 1.409Ain-l(b)(4). The Severance Pay benefits kind benefit arrangements of the Company 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 treated as applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to a series of separate payments. The provisions of this Agreement are intended reimbursement or in-kind benefits is not subject to comply with the applicable requirements of Code § 409A and shall be limited, construed, and interpreted in accordance with such intentliquidation or exchange for another benefit.

409A. Notwithstanding anything This Agreement is intended to the contrary in this Agreement, the parties intend provide payments that any amounts payable hereunder comply with or are exempt from Section 409A. For purposes and/or that comply with the provisions of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and Executive agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to the extent any of the Severance Pay benefits are treated as nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and related regulations and Treasury pronouncements ("Section 409A"), then and this Agreement shall be interpreted accordingly (i) no such 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 Executive to Executive unless 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 Executive's "termination of employment constitutes a "separation from serviceemployment" with the Company (as such or other similar term is defined in Treasury Regulation Section 1.409A-l(h) and any successor provision thereto), and (ii) if Executive is determined by the Company shall refer to be a "specified employee" for purposes of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of any portion of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), commencement of such portion of the Severance Pay benefits will be delayed for six (6) months following Executive's "separation from service" pursuant within the meaning of Section 409A and Treas. Reg. Section l.409A-l(h). Notwithstanding anything herein to Code § the contrary, if on the date of Executive's separation from service Executive is a "specified employee," as defined in Section 409A, then any portion of any payments, benefits or other consideration under this Agreement that are determined to be subject to the additional tax provided by Section 409A(a)(l)(B) of the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed until the first (1st) business day of the seventh (7th) month following Executive's separation from service date (or, if soonerearlier, until Executive's date of death. Delayed Severance Pay benefits (if any) ), and the total of such delayed amounts shall be payable in paid as a lump sum on such date. For purposes of clarification, any portion of any separation allowance or other payment due to Executive under this Agreement that is not considered deferred compensation under Section 409A through either the first business day following "short­ term deferral" exception pursuant to Treasury Reg. l.409A-l(b)(4) or the expiration of such six (6"separation pay" exception pursuant to Treasury Reg. l.409A-l(b)(9) month period, and any remaining Severance Pay benefits due shall will not be paid as otherwise provided in Section 3(b)(i). Notwithstanding the foregoing, subject to the maximum extent permitted by 6 month delay described in this paragraph as provided under Section 409A. With respect to any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that constitutes a "deferral of compensation" within the meaning of Section 409A, (i) the expenses eligible for reimbursement or in-kind benefits provided to Executive must be incurred during the Employment Period (or applicable lawsurvival period), payment (ii) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the Severance Pay amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (iii) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in reliance upon Treasury Regulation § 1.409A-l(b)(9which the applicable expense is incurred, and (iv) (with respect to separation pay plans) or Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits shall be treated as a the right to a series payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. Executive acknowledges and agrees that Executive has obtained no advice from the Company or any of separate payments. The provisions its affiliates, or any of this Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limitedtheir respective officers, construeddirectors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and interpreted that none of such persons or entities have made any representation regarding the tax consequences, if any, of Executive's receipt of the payments, benefits and other consideration provided for in accordance with such intentthis Agreement. Executive further acknowledges and agrees that Executive 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 Executive under this Agreement. Executive agrees to hold the Company harmless for any and all taxes, penalties or other assessments that Executive is, or may become, obligated to pay on account of any payments made and other consideration provided to Executive under this Agreement.

409A. Notwithstanding anything to the contrary in (a) It is intended that this Agreement, the parties intend that any amounts payable hereunder Agreement will comply with or are exempt from Section 409A. For purposes of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and Executive agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to the extent any of the Severance Pay benefits are treated as nonqualified deferred compensation subject to 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”), then (i) no such payment to the extent the Agreement is subject thereto, and the Agreement shall be made 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 unless Executive's termination from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A of employment constitutes a "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" ” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company (as such term is defined in Treasury Regulation Section 1.409A-l(h) and any successor provision thereto), and (ii) if Executive is determined by the Company to be a "“specified employee" for purposes ” (within the meaning of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of any portion of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(iTreas. Reg. Section 1.409A-1(i)), commencement then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account of such portion of the Severance Pay benefits will be delayed for six (6) months following Executive's "a “separation from service" ” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code § 409A(after taking into account any applicable exceptions to such requirement), or, if sooner, until such payment or benefit shall be made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive's death“separation from service,” or (ii) the date of the Executive's death (the “Delay Period”). Delayed Severance Pay Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (if anywhether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be payable paid or reimbursed to the Executive in a lump sum on the first business day following the expiration of such six (6) month period, and any remaining Severance Pay payments and benefits due under this Agreement shall be paid as otherwise or provided in Section 3(b)(i). Notwithstanding the foregoing, to the 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 Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits shall be treated as a right to a series of separate payments. The provisions of this Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limited, construed, and interpreted in accordance with such intentthe normal payment dates specified for them herein.

409A. Notwithstanding anything herein to the contrary in this Agreementcontrary, to the parties intend that any maximum extent permitted by applicable law, amounts payable hereunder comply with or are exempt from to Executive pursuant to Section 409A. For purposes of Section 409A, each of the payments that may 8(c) herein shall be made under in reliance upon Treas. Reg. Section 1.409A-1(b)(9) (Separation Pay Plans) or Treas. Reg. Section 1.409A-1(b)(4) (Short-Term Deferrals). For this Agreement purpose each monthly payment shall be deemed to be considered 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 negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else hereindistinct installment payment. However, to the extent any of the Severance Pay benefits such payments are treated as nonqualified non-qualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "“Code"”), then (i) no such payment amount shall be made payable pursuant to Executive Section 8(c) unless Executive's ’s termination of employment constitutes a "“separation from service" ” within the meaning of Treas. Reg. Section 1.409A-1(h) and (ii) if Executive is deemed at the time of 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 Regulation Regulations issued under Section 1.409A-l(h409A of the Code) or (B) 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 shall made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treas. Reg. Section 1.409A-1(i) and any successor provision thereto), and (ii) if Executive is determined by the Company to be a "specified employee" for purposes of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of any portion of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), commencement of such 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 be payable in a lump sum on the first business day following the expiration of such six (6) month period, and any remaining Severance Pay benefits due shall be paid as otherwise provided in Section 3(b)(i). Notwithstanding the foregoing, to the 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 Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits shall be treated as a right to a series of separate payments. The provisions of this Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limited, construed, and interpreted in accordance with such intent.

409A. Notwithstanding anything (a) To the extent required by Section 409A of the Code, all references to the contrary in this Agreement, the parties intend that any amounts payable hereunder comply with or are exempt from Section 409A. For “termination of employment,” “Date of Termination” and correlative phrases for purposes of Section 409A, each of the payments that may be made under this Agreement shall be deemed construed to be require a separate payment for purposes “separation from service” (as defined in Section 1.409A-1(h) 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 negotiate in good faith to make amendments 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, as or under any other plan, program or agreement maintained by the parties mutually agree are necessary or desirable to avoid Company, in connection with the imposition Executive’s termination of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to employment with the extent any of the Severance Pay benefits are treated as nonqualified Company constitute 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) if 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 14(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 in 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 Company to be a "specified employee" employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Company. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of any portion of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), commencement of such 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 be payable in a lump sum on the first business day following the expiration of such six (6) month period, and any remaining Severance Pay benefits due shall be paid as otherwise provided in Treasury Regulation Section 3(b)(i1.409A-2(b)(2)(i). Notwithstanding the foregoingIt is further intended that payments hereunder satisfy, to the maximum greatest extent permitted by applicable lawpossible, payment the exemptions from the application of Section 409A of the Severance Pay benefits shall be made in reliance upon Code (and any state law of similar effect) provided under Treasury Regulation § 1.409A-l(b)(9Regulations Section 1.409A-1(b)(4) (with respect to as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay plans) or Treasury Regulation § 1.409A-l(b)(4due to involuntary separation”). The Severance Pay parties intend that all the benefits and payments provided under this Agreement shall be treated as a 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 a series reimbursement or the provision of separate payments. The provisions of this Agreement are intended any in-kind benefit be subject to comply with the applicable requirements of Code § 409A and shall be limited, construed, and interpreted in accordance with such intentliquidation or exchange for another benefit.

409A. (a) 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 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 anything any provision to the contrary in this Agreement, if the parties intend Executive is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any 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 Code (after taking into account any amounts applicable exceptions to such requirement), such payment or benefit shall be made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service,” or (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable hereunder comply 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 any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With respect to any reimbursement or are exempt from Section 409A. For in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, each of except as otherwise permitted by Section 409A, the payments following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind 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. 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 negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to the extent any of the Severance Pay benefits 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) if Executive is determined by the Company to be a "specified employee" for purposes of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of any portion of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), commencement of such 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 be payable in a lump sum on the first business day following the expiration of such six (6) month period, and any remaining Severance Pay benefits due shall be paid as otherwise provided in Section 3(b)(i). Notwithstanding the foregoing, to the 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 Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits shall be treated as a right to a series of separate payments. The provisions of this Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limited, construed, and interpreted in accordance with such intent.409A.

409A. In the event that any payments or benefits set forth in this Agreement constitute “non-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 parties intend 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 amounts payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable hereunder comply with on account of a “separation from service,” such payment or are exempt 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. For purposes of Section 409A, each Upon the expiration of the foregoing delay period, all payments that may 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 made paid or reimbursed to the Executive in a lump sum, and all remaining payments and benefits due under this Agreement shall be deemed to be a separate paid or provided in accordance with the normal payment dates specified 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 negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else them herein, to . (iii) To the extent any of the Severance Pay that reimbursements or other in-kind benefits are treated as under this Agreement constitute “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) if Executive is determined by the Company to be a "specified employee" compensation” for purposes of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of any portion of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), commencement of such portion of the Severance Pay benefits will be delayed for six (6) months following Executive's "separation from service" pursuant to Code § Section 409A, or, if sooner, until Executive's death. Delayed Severance Pay benefits (if anyA) shall be payable in a lump sum on the first business day following the expiration of such six (6) month period, and any remaining Severance Pay benefits due shall be paid as otherwise provided in Section 3(b)(i). Notwithstanding the foregoing, to the maximum extent permitted by applicable law, payment of the Severance Pay benefits 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 reliance upon Treasury Regulation § 1.409Awhich such expenses were incurred by the Executive, (B) any right to reimbursement or in-l(b)(9kind benefits shall not be subject to liquidations or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (with respect iv) For purposes of Code Section 409A, the Executive’s right to separation pay plans) or Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. The provisions 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 other provision of this Agreement are intended to comply with the applicable requirements contrary, in no event shall any payment or benefit under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code § Section 409A and shall be limited, construed, and interpreted in accordance with such intent.subject to offset by any other amounts unless otherwise permitted by Code Section 409A.

409A. Notwithstanding anything This Agreement is intended to the contrary in this Agreement, the parties intend provide payments that any amounts payable hereunder comply with or are exempt from Section 409A. For purposes and/or that comply with the provisions of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and Executive agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to the extent any of the Severance Pay benefits are treated as nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "“Code"”) and related regulations and Treasury pronouncements (“Section 409A”), then and this Agreement shall be interpreted accordingly (i) no such 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 Executive to Executive unless 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 Executive's ’s “termination of employment constitutes a "employment” or other similar term shall refer to Executive’s “separation from service" with ” within the Company (meaning of Section 409A and Treas. Reg. Section l.409A-l(h). Notwithstanding anything herein to the contrary, if on the date of Executive’s separation from service Executive is a “specified employee,” as such term is defined in Treasury Regulation Section 1.409A-l(h409A, then any portion of any payments, benefits or other consideration under this Agreement that are determined to be subject to the additional tax provided by Section 409A(a)(1)(B) and any successor provision theretoof the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed until the first (1st) business day of the seventh (7th) month following Executive’s separation from service date (or, if earlier, Executive’s date of death), and (ii) if Executive is determined by the Company to be a "specified employee" for purposes of Code § 409A(a)(2)(B)(i) and the Company determines that delayed commencement of any portion of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), commencement total of such 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) amounts shall be payable in paid as a lump sum on such date. For purposes of clarification, any portion of any separation allowance or other payment due to Executive under this Agreement that is not considered deferred compensation under Section 409A through either the first business day following “short-term deferral” exception pursuant to Treasury Reg. l.409A-l(b)(4) or the expiration of such six (6“separation pay” exception pursuant to Treasury Reg. l.409A-l(b)(9) month period, and any remaining Severance Pay benefits due shall will not be paid as otherwise provided in Section 3(b)(i). Notwithstanding the foregoing, subject to the maximum extent permitted by 6 month delay described in this paragraph as provided under Section 409A. With respect to any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that constitutes a “deferral of compensation” within the meaning of Section 409A, (i) the expenses eligible for reimbursement or in-kind benefits provided to Executive must be incurred during the Employment Period (or applicable lawsurvival period), payment (ii) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the Severance Pay amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (iii) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in reliance upon Treasury Regulation § 1.409A-l(b)(9which the applicable expense is incurred, and (iv) (with respect to separation pay plans) or Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits shall be treated as a the right to a series payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. Executive acknowledges and agrees that Executive has obtained no advice from the Company or any of separate payments. The provisions its affiliates, or any of this Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limitedtheir respective officers, construeddirectors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and interpreted that none of such persons or entities have made any representation regarding the tax consequences, if any, of Executive’s receipt of the payments, benefits and other consideration provided for in accordance with such intentthis Agreement. Executive further acknowledges and agrees that Executive 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 Executive under this Agreement. Executive agrees to hold the Company harmless for any and all taxes, penalties or other assessments that Executive is, or may become, obligated to pay on account of any payments made and other consideration provided to Executive under this Agreement.

409A. Notwithstanding anything to It is intended that the contrary in payments and benefits under this Agreement, the parties intend that any amounts payable hereunder Agreement comply with Section 409A of the Code (together with the Treasury Regulations relating thereto, “Section 409A”), or are exempt from Section 409A. For purposes of satisfy the requirements for an exemption to Section 409A, in each of case, to the payments that may be made under extent applicable to this Agreement and, accordingly, to the maximum extent permitted, this Agreement shall be deemed interpreted and be administered to be a separate payment for purposes in compliance therewith (or to be in satisfaction 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 negotiate in good faith to make amendments an exemption therefrom). Notwithstanding anything contained herein to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else hereincontrary, to the extent any 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, no Termination Date shall be deemed to have occurred, and no payment otherwise payable upon a termination of the Severance Pay benefits 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 Executive’s employment shall be made paid to the Executive under this Agreement unless and until the Executive's ’s termination of employment constitutes a "“separation from service" with ” from the Company within the meaning of Section 409A (a “Separation from Service”). Any payments described in this Agreement that qualify for the “short-term deferral” exception from Section 409A as such term is defined described in Treasury Regulation Section 1.409A-l(h1.409A-1(b)(4) and any successor provision thereto)will be paid under such exception. For purposes of Section 409A (including, and (ii) if Executive is determined by the Company to be a "specified employee" without limitation, for purposes of Code § 409A(a)(2)(B)(iTreasury Regulation Section 1.409A-2(b)(2)(iii) and the Company determines that delayed commencement of any portion application of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(ishort-term deferral exception), commencement of such portion of the Severance Pay benefits each payment under this Agreement will be delayed for six (6) months following Executive's "separation from service" treated as a separate payment and any right to a series of installment payments pursuant to Code § 409A, or, if sooner, until Executive's death. Delayed Severance Pay benefits (if any) shall be payable in a lump sum on the first business day following the expiration of such six (6) month period, and any remaining Severance Pay benefits due shall be paid as otherwise provided in Section 3(b)(i). Notwithstanding the foregoing, to the 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 Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits shall this Agreement will be treated as a right to a series of separate payments. The provisions of Notwithstanding anything to the contrary in this Agreement are intended (whether under this Agreement or otherwise), to comply with the applicable requirements extent delayed commencement of Code § 409A and 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 limiteddelayed 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, construedto the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, any payments or amounts reimbursable to the Executive under this Agreement shall be paid or reimbursed to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred and interpreted the amount of expenses eligible for reimbursement (and in-kind benefits provided to the Executive) during any one calendar year may not affect amounts reimbursable or provided in accordance with any subsequent calendar year and the Executive’s right to such intentreimbursements (or in-kind benefits) may not be liquidated or exchanged for any other benefit. With respect to any 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.