Common use of 409A Clause in Contracts

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

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

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

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

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

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

409A. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from Section 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 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 a separate payment for purposes of Section 409A of the Code. For purposes of this Agreement, all references to the Executive’s “termination of employment” shall mean the Executive’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (a“Separation from Service”). If any payments hereunder are subject to the requirements of Section 409A of the Code (determined after taking into account the “short-term deferral” rule in Treasury Regulation Section 1.409A-1(b)(4), the “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) such payments will be paid on the 60th day following Executive’s Separation from Service to the extent required to avoid any adverse treatment under Section 409A, and (ii) if the Executive is a “specified employee” (as determined by the 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 the six-month delay rule of Section 409A(a)(2)(B)(i) of the Code. Each payment that is subject to such six-month delay rule shall be made, without interest, on the later of (i) the first payroll date that is at least six months after the Executive’s Separation from Service (or, if earlier, as soon as practicable after the Executive’s death) or (ii) the date when such payment would otherwise be due under the terms of this Agreement. To the extent required by Section 409A of the Code, all references to “termination of employment,” “Date of Termination” and correlative phrases for purposes of this Agreement shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein). (b) To the extent that (i) any payments reimbursement or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payments or benefits shall not be made or commence until the earliest of (x) the expiration of the six (6) month and one day period measured from the date of the Executive’s separation from service (as defined in Section 18(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “shortin-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments kind benefit provided under this Agreement shall be exempt from, or comply with, provided in accordance with the requirements of Section 409A of the Code. following: (di) To the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one benefits provided during each calendar year shall cannot affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any payments in lieu of the benefits shall be paid no later than the end of the Executive’s 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 next following the calendar Executive’s taxable year in which the Executive incurred such expenses, benefit or expense was due to be paid; and in no event shall (iii) any right to reimbursement reimbursements or the provision of any in-kind benefit benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary contained in this Agreements, in the event that any of the Executive’s compensation or equity awards have been deferred by the Executive, such deferred cash compensation or equity awards shall be distributed to the Executive in accordance with the 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. (a) To the extent required by Section 409A of the Code, all references to “termination of employment,” “Date of Termination” and correlative phrases for purposes of this Agreement shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payments or benefits shall not be made or commence until the earliest of (x) the expiration of the six (6) month and one day period measured from the date of the Executive’s separation from service (as defined in Section 18(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer. (c) It is intended that each installment all of any benefits or the payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions payable under this Agreement be exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and if not so exempt that they comply with the provisions of Section 409A, and this Agreement will be construed and interpreted accordingly. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon separation from service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, San Rafael, California 94903 PH0NE+1415507-5000 I FAX+1415507-5100 I ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (a) the expiration of the six-month period measured from the date of your separation from service with the Company, (b) the date of your death or (c) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to you, and any state law remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. Any amount paid under this Agreement that satisfies the requirements of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a the “short-term deferral”” rule set forth in Section 1.409A-1(b)(4) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the CodeTreasury Regulations will not constitute deferred payments. (d) To the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

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

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

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

409A. (a) To the extent required by Section 409A of the Code, all references to “termination of employment,” “Date of Termination” and correlative phrases for purposes of this This Agreement shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Employer, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payments or benefits shall not be made or commence until the earliest of (x) the expiration of the six (6) month and one day period measured from the date of the Executive’s separation from service (as defined in Section 18(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Employer to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Employer. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under this Agreement shall be exempt from, or comply with, with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1 (b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1 (b)(4), and for this purpose each payment shall constitute a “separately identified” amount within the meaning of Treasury Regulation §1.409A-2(b)(2). In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement unless (i) such UL Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Northbrook, IL 60062-2096 USA T: 847.272.8800 / F: 847.272.8129 / W: ▇▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Letter Agreement August 21, 2019 Page 11 of 21 409A Penalties arise from the willful misconduct or gross negligence of the Company and (dii) Executive had no knowledge of the willful misconduct or gross negligence (or the actions, directives or policies contributing or giving rise to the willful misconduct or gross negligence) which result in the 409A Penalties. Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. To the extent any expense reimbursement or the provision of any in-kind benefit amounts under this Agreement are payable by reference to Executive’s “termination of employment,” such term shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, if Executive is determined to be subject to a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable to Executive (a) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (b) is payable upon Executive’s separation from service and (c) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (i) the first business day following the six-month anniversary of the separation from service and (ii) the date of Executive’s death. Any reimbursement or advancement payable to Executive pursuant to this Agreement or otherwise shall be conditioned on the submission by Executive of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expenses eligible for reimbursementexpense reports, 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), but in no event shall any expenses be reimbursed after later than the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall the reimbursable expense. To the extent any right amount payable to reimbursement or the provision of any in-kind benefit be Executive is subject to liquidation Executive entering into a release of claims with the Company and any such amount is a deferral of compensation under Section 409A of the Code and which amount could be payable in either of two taxable years for Executive, such payments shall be made or exchange for another benefitcommence, as applicable, on the earliest date in January (subject to any unexpired revocation period) of such later taxable year and shall include all payments that otherwise would have been made before such date.

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

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

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

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

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

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