Common use of 409A Clause in Contracts

409A. To the maximum extent permitted, this Agreement is intended to not constitute a “nonqualified deferred compensation plan” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) but in any event will be interpreted to comply with Section 409A. In the event this Agreement or any benefit paid under this Agreement to Employee is deemed to be subject to Section 409A, Employee consents to the Company’s adoption of such conforming amendments as the Company deems advisable or necessary, in its sole discretion (but without an obligation to do so), to comply with Section 409A and avoid the imposition of taxes under Section 409A. For purposes of this Agreement, a termination of employment means a “separation from service” as defined in Section 409A. Each payment made pursuant to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. To the extent any nonqualified deferred compensation payment to Employee could be paid in one or more of Employee’s taxable years depending upon Employee completing certain employment-related actions, then any such payments will commence or occur in the later taxable year to the extent required by Section 409A. If upon Employee’s “separation from service” within the meaning of Section 409A, Employee is then a “specified employee” (as defined in Section 409A), then solely to the extent necessary to comply with Section 409A and avoid the imposition of taxes under Section 409A, the Company shall defer payment of “nonqualified deferred compensation” subject to Section 409A payable as a result of and within six (6) months following such “separation from service” until the earlier of (i) the first business day of the seventh month following Employee’s “separation from service,” or (ii) ten (10) days after the Company receives written confirmation of Employee’s death. Any such delayed payments shall be made without interest.

409A. To Notwithstanding anything to the maximum extent permittedcontrary in this Agreement, this Agreement is intended to not constitute a “nonqualified deferred compensation plan” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) but in parties intend that any event will be interpreted to amounts payable hereunder comply with Section 409A. In the event this Agreement or any benefit paid under this Agreement to Employee is deemed to be subject to Section 409A, Employee consents to the Company’s adoption of such conforming amendments as the Company deems advisable or necessary, in its sole discretion (but without an obligation to do so), to comply with Section 409A and avoid the imposition of taxes under are exempt from Section 409A. For purposes of this AgreementSection 409A, a termination each of employment means a “separation from service” as defined in Section 409A. Each payment the payments that may be made pursuant to any provision of under this Agreement shall be considered deemed to be a separate payment and not one of a series of payments for purposes of Section 409A. To the extent any nonqualified deferred compensation payment to Employee could This Agreement shall be paid administered, interpreted and construed in one or more of Employee’s taxable years depending upon Employee completing certain employment-related actions, then any such payments will commence or occur a manner that does not result in the later taxable year imposition of additional taxes, penalties or interest under Section 409A. The Company and Executive agree to negotiate in good faith to make amendments to the extent required by Section 409A. If upon Employee’s “separation from service” within Agreement, as the meaning of Section 409A, Employee is then a “specified employee” (as defined in Section 409A), then solely parties mutually agree are necessary or desirable to the extent necessary to comply with Section 409A and avoid the imposition of taxes taxes, penalties or interest under Section 409A409A. Notwithstanding anything else herein, to the Company shall defer payment extent any of “the Severance Pay benefits are treated as nonqualified deferred compensation” compensation subject to Section 409A payable 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 result "separation from service" with the Company (as such term is defined in Treasury Regulation Section 1.409A-l(h) and any successor provision thereto), and (ii) if Executive is determined by the Company to be a "specified employee" for purposes of Code § 409A(a)(2)(B)(i) and within the Company determines that delayed commencement of any portion of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), commencement of such portion of the Severance Pay benefits will be delayed for six (6) months following such “Executive's "separation from service” " pursuant to Code § 409A, or, if sooner, until the earlier of Executive's death. Delayed Severance Pay benefits (iif any) shall be payable in a lump sum on the first business day following the expiration of such six (6) month period, and any remaining Severance Pay benefits due shall be paid as otherwise provided in Section 3(b)(i). Notwithstanding the foregoing, to the maximum extent permitted by applicable law, payment of the seventh month following Employee’s “separation from service,” or (ii) ten (10) days after the Company receives written confirmation of Employee’s death. Any such delayed payments Severance Pay benefits shall be made without interestin reliance upon Treasury Regulation § 1.409A-l(b)(9) (with respect to separation pay plans) or Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits shall be treated as a right to a series of separate payments. The provisions of this Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limited, construed, and interpreted in accordance with such intent.

409A. To the maximum extent permitted, (a) 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, “Section 409A”), to the extent the Agreement is intended 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 12.14 shall subject the Company to any claim, liability, or expense, and the Company shall not constitute a 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 “nonqualified deferred compensation planseparation from service” (within the meaning of Internal Revenue Code Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or benefit that is considered deferred compensation under Section 409A (“Section 409A”) but in any event will be interpreted to comply with Section 409A. In the event this Agreement or any benefit paid under this Agreement to Employee is deemed to be subject to Section 409A, Employee consents to the Company’s adoption payable on account of such conforming amendments as the Company deems advisable or necessary, in its sole discretion (but without an obligation to do so), to comply with Section 409A and avoid the imposition of taxes under Section 409A. For purposes of this Agreement, a termination of employment means a “separation from service” as defined in Section 409A. Each payment made that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any provision of this Agreement applicable exceptions to such requirement), such payment or benefit shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. To made or provided on the extent any nonqualified deferred compensation payment to Employee could be paid in one or more of Employee’s taxable years depending upon Employee completing certain employment-related actions, then any such payments will commence or occur in the later taxable year to the extent required by Section 409A. If upon Employee’s “separation from service” within the meaning of Section 409A, Employee date that is then a “specified employee” (as defined in Section 409A), then solely to the extent necessary to comply with Section 409A and avoid the imposition of taxes under Section 409A, the Company shall defer payment of “nonqualified deferred compensation” subject to Section 409A payable as a result of and within six (6) months following such “separation from service” until the earlier of (i) the first business day expiration of the seventh month following Employeesix (6)-month period measured from the date of the Executive’s “separation from service,” or (ii) ten the date of the Executive’s death (10the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With respect to any reimbursement or in-kind benefit arrangements of the Company 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 eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the Company receives written confirmation actual date of Employee’s death. Any such delayed payments payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made without interest.in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.

409A. (a) To the maximum extent permitted, this Agreement is intended to not constitute a “nonqualified deferred compensation plan” within the meaning of Internal Revenue Code required by Section 409A (of the Code, all references to “Section 409A”) but in any event will be interpreted to comply with Section 409A. In the event this Agreement or any benefit paid under this Agreement to Employee is deemed to be subject to Section 409A, Employee consents to the Company’s adoption termination of such conforming amendments as the Company deems advisable or necessary, in its sole discretion (but without an obligation to do so), to comply with Section 409A employment,” “Date of Termination” and avoid the imposition of taxes under Section 409A. For correlative phrases for purposes of this Agreement, a termination of employment means Agreement shall be construed to require a “separation from service” (as defined in Section 409A. Each payment made pursuant 1.409A-1(h) of the Treasury regulations after giving effect to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. the presumptions contained therein). (b) To the extent that (i) any nonqualified 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 payment subject to Employee could Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment to be paid in one or more of Employee’s taxable years depending upon Employee completing certain employment-related actions, then any such payments will commence or occur in the later taxable year to the extent required by Section 409A. If upon Employee’s “separation from service” within the meaning of Section 409A, Employee is then a “specified employee” 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 409A)18(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, then solely however, that such deferral shall only be effected to the extent necessary required to comply 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 avoid 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 imposition of taxes benefits and payments provided under Section 409Athis Agreement shall be exempt from, or comply with, the Company shall defer payment requirements of “nonqualified deferred compensation” 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 payable as a result of and within six 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 (6) months following such “separation from service” until except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the earlier of (i) the first business last day of the seventh month calendar year following Employee’s “separation from service,” the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or (ii) ten (10) days after the Company receives written confirmation provision of Employee’s death. Any such delayed payments shall any in-kind benefit be made without interestsubject to liquidation or exchange for another benefit.

409A. To Notwithstanding anything to the maximum extent permittedcontrary set forth herein, any payments and benefits provided under this Agreement is intended to not that constitute a “nonqualified deferred compensation plancompensation” within the meaning of Section 409A of the Internal Revenue Code Section 409A of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) but shall not commence in any event will be interpreted to comply connection with Section 409A. In the event this Agreement or any benefit paid under this Agreement to Employee is deemed to be subject to Section 409A, Employee consents to the Company’s adoption of such conforming amendments as the Company deems advisable or necessary, in its sole discretion (but without an obligation to do so), to comply with Section 409A and avoid the imposition of taxes under Section 409A. For purposes of this Agreement, a your termination of employment means unless and until you have also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to you without causing you to incur the additional 20% tax under Section 409A. Each payment made pursuant to any provision It is intended that each installment of severance pay provided for in this Agreement shall be considered is a separate payment and not one of a series of payments “payment” for purposes of Treasury Regulation Section 409A. To 1.409A-2(b)(2)(i). For the extent any nonqualified deferred compensation payment to Employee could be paid avoidance of doubt, it is intended that severance payments set forth in one or more of Employee’s taxable years depending upon Employee completing certain employment-related actionsthis Agreement satisfy, then any such payments will commence or occur in the later taxable year to the greatest extent required by Section 409A. If upon Employee’s “separation possible, the exceptions from service” within the meaning application of Section 409A409A provided under Treasury Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9). If the Company (or, Employee is then if applicable, the successor entity thereto) determines that any payments or benefits constitute “deferred compensation” under Section 409A and you are, on the termination of service, a “specified employee” (of the Company or any successor entity thereto, as such term is defined in Section 409A)409A(a)(2)(B)(i) of the Code, then then, solely to the extent necessary to comply with Section 409A and avoid the imposition incurrence of taxes the adverse personal tax consequences under Section 409A, the Company timing of the payments and benefits shall defer payment of “nonqualified deferred compensation” subject to Section 409A payable as a result of and within six (6) months following such “separation from service” be delayed until the earlier to occur of: (a) the date that is six months and one day after your Separation From Service, or (b) the date of your death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (i) pay to you a lump sum amount equal to the sum of the payments and benefits that you would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of such amounts had not been so delayed pursuant to this Section and (ii) commence paying the balance of the payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. All reimbursements provided under this Agreement shall be subject to the following requirements: (i) the first business amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year, (ii) all reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the seventh month taxable year following Employee’s “separation the taxable year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit. It is intended that all payments and benefits under this Agreement shall either comply with or be exempt from service,” or (ii) ten (10) days after the Company receives written confirmation requirements of Employee’s death. Any such delayed payments Section 409A, and any ambiguity contained herein shall be made without interest.interpreted in such manner so as to avoid adverse personal tax consequences under Section 409A.

409A. To the maximum extent permitted, (a) It is intended that this Agreement is intended to not constitute a “nonqualified deferred compensation plan” within will comply with Section 409A and Section 457A of the meaning of Internal Revenue Code Section 409A of 1986, as amended (the “Code”) and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”) but in any event will ), to the extent the Agreement is subject thereto, and the Agreement shall be interpreted to comply on a basis consistent with Section 409A. In such intent. If an amendment of the event this Agreement or any benefit paid under this Agreement to Employee is deemed to be subject to Section 409A, Employee consents to the Company’s adoption of such conforming amendments as the Company deems advisable or necessary, necessary in its sole discretion (but without an obligation to do so), 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 avoid the imposition 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 taxes under Section 409A. For purposes 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” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a termination “specified employee” (within the meaning of employment means 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” as defined in Section 409A. Each payment made that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any provision of this Agreement applicable exceptions to such requirement), such payment or benefit shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. To made or provided on the extent any nonqualified deferred compensation payment to Employee could be paid in one or more of Employee’s taxable years depending upon Employee completing certain employment-related actions, then any such payments will commence or occur in the later taxable year to the extent required by Section 409A. If upon Employee’s “separation from service” within the meaning of Section 409A, Employee date that is then a “specified employee” (as defined in Section 409A), then solely to the extent necessary to comply with Section 409A and avoid the imposition of taxes under Section 409A, the Company shall defer payment of “nonqualified deferred compensation” subject to Section 409A payable as a result of and within six (6) months following such “separation from service” until the earlier of (i) the first business day expiration of the seventh month following Employee’s six (6)-month period measured from the date of the Executive's “separation from service,” or (ii) ten the date of the Executive's death (10the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) days after the Company receives written confirmation of Employee’s death. Any such delayed payments shall be made without interestpaid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

409A. To the maximum extent permitted, this This Agreement is intended to not comply 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 “nonqualified deferred compensation planseparately identified” amount within the meaning of Internal Revenue Code Section 409A (“Section 409A”) but in any event will be interpreted to comply with Section 409A. 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 benefit paid 409A Penalties that arise in connection with any amounts payable under this Agreement to Employee is deemed to be subject to Section 409Aunless (i) such UL Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Employee consents 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 (ii) Executive had no knowledge of the willful misconduct or gross negligence (or the actions, directives or policies contributing or giving rise to the Companywillful misconduct or gross negligence) which result in the 409A Penalties. Executive’s adoption of such conforming amendments as the Company deems advisable or necessary, in its sole discretion (but without an obligation right to do so), to comply with Section 409A and avoid the imposition of taxes under Section 409A. For purposes of this Agreement, a termination of employment means a “separation from service” as defined in Section 409A. Each payment made receive installment payments pursuant to any provision of this Agreement shall be considered treated as a separate payment and not one of right to receive a series of payments for purposes of Section 409A. separate and distinct payments. To the extent any nonqualified deferred compensation payment amounts under this Agreement are payable by reference to Employee could Executive’s “termination of employment,” such term shall be paid in one or more of Employee’s taxable years depending upon Employee completing certain employment-related actions, then any such payments will commence or occur in the later taxable year deemed to the extent required by Section 409A. If upon Employeerefer to Executive’s “separation from service,” within the meaning of Section 409A409A of the Code. Notwithstanding any other provision in this Agreement, Employee if Executive is then a “specified employee,” (as defined in Section 409A)409A of the Code, as of the date of Executive’s separation from service, then solely to the extent necessary any amount payable to comply with Section 409A and avoid Executive (a) constitutes the imposition of taxes under Section 409A, the Company shall defer payment of “nonqualified deferred compensation” subject to , within the meaning of Section 409A of the Code, (b) is payable as a result upon Executive’s separation from service and (c) under the terms of and within six (6) months following such “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 seventh month following Employee’s “separation from service,” or service and (ii) ten (10) days after the Company receives written confirmation date of EmployeeExecutive’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 delayed expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. To the extent any amount payable to Executive is subject to 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 without interestor commence, 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. To In the event that any payments or benefits set forth in this Agreement constitute “non-qualified deferred compensation” subject to Section 409A of the Code, then the following conditions apply to such payments or benefits: (i) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is intended modified in order to not constitute a “nonqualified deferred compensation plan” within comply with Code Section 409A, such modification shall be made in good faith and shall, to the meaning maximum extent reasonable possible, maintain the original intent and economic benefit to the Executive and the Company of Internal Revenue 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 (“Section 409A”) but in any event will be interpreted or damages for failing to comply with Code Section 409A. In the event this Agreement or any benefit paid under this Agreement to Employee is deemed to be subject to Section 409A, Employee consents to the Company’s adoption of such conforming amendments as the Company deems advisable or necessary, in its sole discretion 409A. (but without an obligation to do so), to comply with Section 409A and avoid the imposition of taxes under Section 409A. For purposes of this Agreement, a ii) A termination of employment means a “separation from service” as defined in Section 409A. Each payment made pursuant shall not be deemed to have occurred for purposes of any provision of this Agreement shall be considered providing for the payment of any amount or benefit upon or following a separate payment and not one termination of employment unless such termination is also a series of payments for purposes of Section 409A. To the extent any nonqualified deferred compensation payment to Employee could be paid in one or more of Employee’s taxable years depending upon Employee completing certain employment-related actions, then any such payments will commence or occur in the later taxable year to the extent required by Section 409A. If upon Employee’s “separation from service” within the meaning of Code Section 409A409A and, Employee 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 then deemed on the date of termination to be a “specified employee” (as defined in within the meaning of that term under Code Section 409A409A(a)(2)(B), then solely with regard to any payment or the extent necessary to comply with Section 409A and avoid the imposition provision of taxes under Section 409A, the Company shall defer payment of any benefit that is considered “nonqualified deferred compensation” subject to under Code Section 409A payable as on account of a result “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of and within (A) the expiration of the six (6) months following 6)-month period measured from the date of such “separation from service” until of the earlier of Executive, and (iB) the first business 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 seventh month taxable year following Employeethe 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 in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes of Code Section 409A, the Executive’s “separation from service,” or (ii) ten (10) days after the Company receives written confirmation of Employee’s death. Any such delayed right to receive installment payments pursuant to this Agreement shall be made without interesttreated 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 other provision of this Agreement to the contrary, in no event shall any payment or benefit under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amounts unless otherwise permitted by Code Section 409A.

409A. To the maximum extent permitted, (a) Anything in this Agreement is intended to not constitute a “nonqualified deferred compensation plan” the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Internal Revenue Code Section 409A (“Section 409A”) but in any event will be interpreted to comply with Section 409A. In of the event this Agreement or any benefit paid under this Agreement to Employee is deemed to be subject to Section 409ACode, Employee consents to the Company’s adoption of such conforming amendments as the Company deems advisable or necessary, in its sole discretion (but without an obligation to do so), to comply with Section 409A and avoid determines that the imposition of taxes under Section 409A. For purposes of this Agreement, a termination of employment means Executive is a “separation from service” as defined in Section 409A. Each payment made pursuant to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. To the extent any nonqualified deferred compensation payment to Employee could be paid in one or more of Employee’s taxable years depending upon Employee completing certain employment-related actions, then any such payments will commence or occur in the later taxable year to the extent required by Section 409A. If upon Employee’s “separation from servicespecified employee” within the meaning of Section 409A, Employee is then a “specified employee” (as defined in Section 409A)409A(a)(2)(B)(i) of the Code, then solely to the extent necessary any payment or benefit that the Executive becomes entitled to under this Agreement on account of his separation from employment would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s separation from service or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. (b) 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 to constitute a separate payment for purposes of Treasury Regulation Section 1.409A 2(b)(2). The Parties agree that this Agreement may be amended, as reasonably requested by any Party, and avoid the imposition of taxes under Section 409A, the Company shall defer payment of “nonqualified deferred compensation” subject as may be necessary to fully comply with Section 409A payable as a result of and within six (6) months following such “separation from service” until the earlier of (i) the first business day of the seventh month following Employee’s “separation from service,” or (ii) ten (10) days after Code and all related rules and regulations in order to preserve the Company receives written confirmation of Employee’s death. Any such delayed payments shall be made and benefits provided hereunder without interestadditional cost to any Party.

409A. To the maximum extent permitted, this Agreement is intended to not constitute a “nonqualified deferred compensation plan” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) but in any event will be interpreted to comply with Section 409A. In the event that the payments or benefits set forth in Section 4 of this Agreement or any benefit paid under this Agreement to Employee is deemed to be constitute “non-qualified deferred compensation” subject to Section 409A409A of the Code, Employee consents then the following conditions apply to the Companysuch payments or benefits: (i) Any termination of Executive’s adoption of such conforming amendments as the Company deems advisable or necessary, in its sole discretion (but without an obligation to do so), to comply with Section 409A and avoid the imposition of taxes employment triggering payment under Section 409A. For purposes of this Agreement, a termination of employment means 4 must constitute a “separation from service” as defined in under Section 409A. Each payment made pursuant to any provision 409A(a)(2)(A)(i) of this Agreement shall be considered a separate payment the Code and not one Treas. Reg. §1.409A-1(h) before distribution of a series of payments for purposes of Section 409A. such benefits can commence. To the extent any nonqualified deferred compensation payment that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to Employee could be paid in one or more of Employeeprovided by Executive to Company at the time Executive’s taxable years depending upon Employee completing certain employment-related actionsemployment terminates), then any such payments will commence or occur in under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the later taxable year to date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the extent required by Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 409A. If upon Employee7(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Company (within the meaning of Section 409A, Employee is then a “specified employee” (as defined in Section 409A409A(a)(2)(B)(i) of the Code), then solely limited only to the extent necessary to comply with Section 409A and avoid the imposition requirements of taxes under Section 409A, the Company shall defer payment of “nonqualified deferred compensation” any payments to which Executive may become entitled under Section 4 which are subject to Section 409A payable as a result of (and within six (6not otherwise exempt from its application) months following such “separation from service” shall be withheld until the earlier of first (i1st) the first business day of the seventh (7th) month following Employeethe termination of Executive’s “separation from service,” or (ii) ten (10) days after the Company receives written confirmation of Employee’s death. Any such delayed payments employment, at which time Executive shall be made without interestpaid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (iii) It is intended that each installment of the payments and benefits provided under Section 4 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A. Neither Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (iv) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.

409A. To Notwithstanding anything herein to the contrary, to the maximum extent permittedpermitted by applicable law, this Agreement is intended amounts payable to not constitute a “nonqualified deferred compensation plan” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) but in any event will be interpreted to comply with Section 409A. In the event this Agreement or any benefit paid under this Agreement to Employee is deemed to be subject Executive pursuant to Section 409A, Employee consents to the Company’s adoption of such conforming amendments as the Company deems advisable 8(c) herein shall be made in reliance upon Treas. Reg. Section 1.409A-1(b)(9) (Separation Pay Plans) or necessary, in its sole discretion Treas. Reg. Section 1.409A-1(b)(4) (but without an obligation to do soShort-Term Deferrals), to comply with Section 409A and avoid the imposition of taxes under Section 409A. . For purposes of this Agreement, a termination of employment means a “separation from service” as defined in Section 409A. Each purpose each monthly payment made pursuant to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. To distinct installment payment. However, to the extent any nonqualified such payments are treated as non-qualified deferred compensation payment subject to Employee could be paid in one or more Section 409A of Employee’s taxable years depending upon Employee completing certain employment-related actionsthe Internal Revenue Code of 1986, as amended (the “Code”), then any such payments will commence or occur in the later taxable year (i) no amount shall be payable pursuant to the extent required by Section 409A. If upon Employee8(c) unless Executive’s termination of employment constitutes a “separation from service” within the meaning of Treas. Reg. Section 409A, Employee 1.409A-1(h) and (ii) if Executive is then deemed at the time of Executive’s separation from service to be a “specified employee” (as defined in for purposes of Section 409A)409A(a)(2)(B)(i) of the Code, then solely to the extent necessary delayed commencement of any portion of the termination benefits to comply with Section 409A and which Executive is entitled under this Agreement is required in order to avoid the imposition of taxes a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, such portion of Executive’s termination benefits shall not be provided to Executive prior to the Company shall defer payment earlier of “nonqualified deferred compensation” subject to Section 409A payable as a result (A) the expiration of and within six (6) months following such the six-month period measured from the date of Executive’s “separation from service” until with the Company (as such term is defined in the Treasury Regulations issued under Section 409A of the Code) or (B) the date of Executive’s death. Upon the earlier of (isuch 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) the first business day of the seventh month following EmployeeCode as of the time of Executive’s “separation from service,” or (ii) ten (10) days after service shall made by the Company receives written confirmation in accordance with the terms of Employee’s deathSection 409A of the Code and applicable guidance thereunder (including without limitation Treas. Any such delayed payments shall be made without interestReg. Section 1.409A-1(i) and any successor provision thereto).

409A. To It is intended that the payments and benefits under this Agreement comply with Section 409A of the Code (together with the Treasury Regulations relating thereto, “Section 409A”), or satisfy the requirements for an exemption to Section 409A, in each case, to the extent applicable to this Agreement and, accordingly, to the maximum extent permitted, this Agreement is intended to not constitute a “nonqualified deferred compensation plan” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) but in any event will shall be interpreted to comply with Section 409A. In the event this Agreement or any benefit paid under this Agreement to Employee is deemed and be administered to be subject in compliance therewith (or to be in satisfaction of an exemption therefrom). Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Employee consents the Executive shall not be considered to the Company’s adoption of such conforming amendments as have terminated employment with the Company deems advisable or necessary, in its sole discretion (but without an obligation to do so), to comply with Section 409A and avoid the imposition of taxes under Section 409A. For for purposes of this Agreement, no Termination Date shall be deemed to have occurred, and no payment otherwise payable upon a termination of the Executive’s employment means 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 409A. Each payment made pursuant to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. To from the extent any nonqualified deferred compensation payment to Employee could be paid in one or more of Employee’s taxable years depending upon Employee completing certain employment-related actions, then any such payments will commence or occur in the later taxable year to the extent required by Section 409A. If upon Employee’s “separation from service” Company within the meaning of Section 409A, Employee is then 409A (a “specified employeeSeparation from Service”). Any payments described in this Agreement that qualify for the “short-term deferral” exception from Section 409A as described in Treasury Regulation Section 1.409A-1(b)(4) will be paid under such exception. For purposes of Section 409A (as defined in including, without limitation, for purposes of Treasury Regulation Section 409A1.409A-2(b)(2)(iii) and the application of the short-term deferral exception), then solely each payment under this Agreement will be treated as a separate payment and any right to a series of installment payments pursuant to this Agreement will be treated as a right to a series of separate payments. Notwithstanding anything to the contrary in this Agreement (whether under this Agreement or otherwise), to the extent necessary delayed commencement of any portion of the payments to comply with Section 409A and be made to the Executive upon his Separation from Service is required to avoid the imposition of taxes a prohibited payment under Section 409A409A(a)(2)(B)(i) of the Code, such portion of the Company payments shall defer payment be delayed and paid on the first business day after the earlier of “nonqualified deferred compensation” subject to Section 409A payable as a result of and within (i) the date that is six (6) months following such “separation Separation from service” until the earlier of Service and (iii) the first business 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 payments or amounts reimbursable to the Executive under this Agreement shall be paid or reimbursed to the Executive on or before the last day of the seventh month calendar year following Employeethe calendar year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to the Executive) during any one calendar year may not affect amounts reimbursable or provided in any subsequent calendar year and the Executive’s “separation from service,” right to such reimbursements (or in-kind benefits) may not be liquidated or exchanged for any other benefit. With respect to any payments hereunder that may be made during any particular payment window (iie.g., within sixty days) ten (10) days after rather than on a specified payment date, the Company receives written confirmation of Employee’s death. Any shall have the right to determine the exact payment date within such delayed payments shall be made without interestpayment window.

409A. (a) To the maximum extent permitted, this Agreement is intended to not constitute a “nonqualified deferred compensation plan” within the meaning of Internal Revenue Code required by Section 409A (of the Code, all references to “Section 409A”) but in any event will be interpreted to comply with Section 409A. In the event this Agreement or any benefit paid under this Agreement to Employee is deemed to be subject to Section 409A, Employee consents to the Company’s adoption termination of such conforming amendments as the Company deems advisable or necessary, in its sole discretion (but without an obligation to do so), to comply with Section 409A employment,” “Date of Termination” and avoid the imposition of taxes under Section 409A. For correlative phrases for purposes of this Agreement, a termination of employment means Agreement shall be construed to require a “separation from service” (as defined in Section 409A. Each payment made pursuant 1.409A-1(h) of the Treasury regulations after giving effect to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. the presumptions contained therein). (b) To the extent that (i) any nonqualified payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Company, in connection with the Executive’s termination of employment with the Company constitute deferred compensation payment subject to Employee could Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment to be paid in one or more of Employee’s taxable years depending upon Employee completing certain employment-related actions, then any such payments will commence or occur in the later taxable year to the extent required by Section 409A. If upon Employee’s “separation from service” within the meaning of Section 409A, Employee is then a “specified employee” 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 409A)14(a) above) from the Company; or (y) the date of the Executive’s death following such separation from service; provided, then solely however, that such deferral shall only be effected to the extent necessary required to comply avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in in stallments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Company to be a specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Company. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of 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 avoid 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 imposition of taxes benefits and payments provided under Section 409Athis Agreement shall be exempt from, or comply with, the Company shall defer payment requirements of “nonqualified deferred compensation” 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 payable as a result of and within six 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 (6) months following such “separation from service” until except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the earlier of (i) the first business last day of the seventh month calendar year following Employee’s “separation from service,” the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or (ii) ten (10) days after the Company receives written confirmation provision of Employee’s death. Any such delayed payments shall any in-kind benefit be made without interestsubject to liquidation or exchange for another benefit.

409A. To the maximum extent permitted, (a) It is intended that this Agreement is intended to not constitute a “nonqualified deferred compensation plan” within will comply with Section 409A and Section 457A of the meaning of Internal Revenue Code Section 409A of 1986, as amended (the “Code”) and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”) but in any event will ), to the extent the Agreement is subject thereto, and the Agreement shall be interpreted to comply on a basis consistent with Section 409A. In such intent. If an amendment of the event this Agreement or any benefit paid under this Agreement to Employee is deemed to be subject to Section 409A, Employee consents to the Company’s adoption of such conforming amendments as the Company deems advisable or necessary, necessary in its sole discretion (but without an obligation to do so), 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 avoid the imposition 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 taxes under Section 409A. For purposes 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” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a termination “specified employee” (within the meaning of employment means 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” as defined in Section 409A. Each payment made that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any provision of this Agreement applicable exceptions to such requirement), such payment or benefit shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. To made or provided on the extent any nonqualified deferred compensation payment to Employee could be paid in one or more of Employee’s taxable years depending upon Employee completing certain employment-related actions, then any such payments will commence or occur in the later taxable year to the extent required by Section 409A. If upon Employee’s “separation from service” within the meaning of Section 409A, Employee date that is then a “specified employee” (as defined in Section 409A), then solely to the extent necessary to comply with Section 409A and avoid the imposition of taxes under Section 409A, the Company shall defer payment of “nonqualified deferred compensation” subject to Section 409A payable as a result of and within six (6) months following such “separation from service” until the earlier of (i) the first business day expiration of the seventh month following Employeesix (6)-month period measured from the date of the Executive’s “separation from service,” or (ii) ten the date of the Executive’s death (10the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With respect to any reimbursement or in-kind benefit arrangements of the Company 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 eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the Company receives written confirmation actual date of Employee’s death. Any such delayed payments payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made without interest.in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.

409A. To the maximum extent permitted, (a) 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, “Section 409A”), to the extent the Agreement is intended 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 12.14 shall subject the Company to any claim, liability, or expense, and the Company shall not constitute a 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 “nonqualified deferred compensation planseparation from service” (within the meaning of Internal Revenue Code Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or benefit that is considered deferred compensation under Section 409A (“Section 409A”) but in any event will be interpreted to comply with Section 409A. In the event this Agreement or any benefit paid under this Agreement to Employee is deemed to be subject to Section 409A, Employee consents to the Company’s adoption payable on account of such conforming amendments as the Company deems advisable or necessary, in its sole discretion (but without an obligation to do so), to comply with Section 409A and avoid the imposition of taxes under Section 409A. For purposes of this Agreement, a termination of employment means a “separation from service” as defined in Section 409A. Each payment made that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any provision of this Agreement applicable exceptions to such requirement), such payment or benefit shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. To made or provided on the extent any nonqualified deferred compensation payment to Employee could be paid in one or more of Employee’s taxable years depending upon Employee completing certain employment-related actions, then any such payments will commence or occur in the later taxable year to the extent required by Section 409A. If upon Employee’s “separation from service” within the meaning of Section 409A, Employee date that is then a “specified employee” (as defined in Section 409A), then solely to the extent necessary to comply with Section 409A and avoid the imposition of taxes under Section 409A, the Company shall defer payment of “nonqualified deferred compensation” subject to Section 409A payable as a result of and within six (6) months following such “separation from service” until the earlier of (i) the first business day expiration of the seventh month following Employee’s six (6)-month period measured from the date of the Executive's “separation from service,” or (ii) ten the date of the Executive's death (10the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With respect to any reimbursement or in-kind benefit arrangements of the Company 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 eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the Company receives written confirmation actual date of Employee’s death. Any such delayed payments payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made without interest.in installments, each such installment shall be deemed to be a separate payment for purposes of 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 is intended to not constitute a “nonqualified deferred compensation plan” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) but in any event will shall be interpreted to comply be in compliance with Section 409A. In such intention. To the event extent that any provision in this Agreement is ambiguous as to its compliance with or any benefit paid exemption from Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement to Employee is deemed to shall be subject to an “additional tax” as defined in Section 409A, Employee consents to 409A(a)(1)(B) of the Company’s adoption Code. Each installment in a series of such conforming amendments as the Company deems advisable or necessary, in its sole discretion (but without an obligation to do so), to comply with |US-DOCS\155440181.4|| payments shall be deemed a separate payment for purposes of Section 409A and avoid of the imposition of taxes under Section 409A. Code. For purposes of this Agreement, a all references to the Executive’s “termination of employment means a employment” shall mean the Executive’s “separation from service” as defined in Treasury Regulation Section 409A. Each payment made pursuant 1.409A-1(h) (“Separation from Service”). If any payments hereunder are subject to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes the requirements of Section 409A. To 409A of the extent 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 nonqualified deferred compensation payment to Employee could be paid in one or more of Employee’s taxable years depending upon Employee completing certain employment-related actionsother available exception from such requirements), then any (i) such payments will commence or occur in be paid on the later taxable year 60th day following Executive’s Separation from Service to the extent required by Section 409A. If upon Employee’s “separation from service” within the meaning of to avoid any adverse treatment under Section 409A, Employee and (ii) if the Executive is then a “specified employee” (as defined determined by the REIT in accordance with Treasury Regulation Section 409A1.409A-1(i)) as of his or her Date of Termination, then solely such payments shall be subject to the extent necessary to comply with six-month delay rule of Section 409A and avoid 409A(a)(2)(B)(i) of the imposition of taxes under Section 409A, the Company shall defer Code. Each payment of “nonqualified deferred compensation” that is subject to Section 409A payable as a result of and within six (6) months following such “separation from service” until six-month delay rule shall be made, without interest, on the earlier later of (i) the first business day of payroll date that is at least six months after the seventh month following EmployeeExecutive’s “separation Separation from service,” Service (or, if earlier, as soon as practicable after the Executive’s death) or (ii) ten (10) days after the Company receives written confirmation date when such payment would otherwise be due under the terms of Employee’s deaththis Agreement. Any such delayed payments To the extent required by Section 409A of the Code, any reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any payments in lieu of the benefits shall be paid no later than the end of the Executive’s taxable year next following the Executive’s taxable year in which the benefit or expense was due to be paid; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. Notwithstanding 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 without interestby 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. To It is intended that all of the maximum extent permitted, payments payable under this Agreement is intended to not constitute a “nonqualified deferred compensation plan” within be exempt from the meaning application of Section 409A of the Internal Revenue Code Section 409A of 1986, as amended (“Section 409A”) but in any event will be interpreted to ), and if not so exempt that they comply with Section 409A. In the event this Agreement or any benefit paid under this Agreement to Employee is deemed to be subject to Section 409A, Employee consents to the Company’s adoption of such conforming amendments as the Company deems advisable or necessary, in its sole discretion (but without an obligation to do so), to comply with Section 409A and avoid the imposition of taxes under Section 409A. For purposes of this Agreement, a termination of employment means a “separation from service” as defined in Section 409A. Each payment made pursuant to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. To the extent any nonqualified deferred compensation payment to Employee could be paid in one or more of Employee’s taxable years depending upon Employee completing certain employment-related actions, then any such payments will commence or occur in the later taxable year to the extent required by Section 409A. If upon Employee’s “separation from service” within the meaning provisions of Section 409A, Employee is then 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” (as defined in for purposes of Code Section 409A409A(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 solely to the extent necessary 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 comply with avoid a prohibited distribution under Code Section 409A 409A(a)(2)(B)(i) and avoid the imposition of taxes related adverse taxation under Section 409A, such payments shall not be provided to you prior to the Company shall defer payment earliest of “nonqualified deferred compensation” subject to (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 payable as a result without the imposition of and within six (6) months following such “separation from service” until the earlier of (i) 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 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 the seventh month following Employee’s “separation from service,short-term deferral” or (iirule set forth in Section 1.409A-1(b)(4) ten (10) days after of the Company receives written confirmation of Employee’s death. Any such delayed payments shall be made without interestTreasury Regulations will not constitute deferred payments.

409A. To the maximum extent permitted, (a) It is intended that this Agreement is intended to not constitute a “nonqualified deferred compensation plan” within will comply with Section 409A and Section 457A of the meaning of Internal Revenue Code Section 409A of 1986, as amended (the “Code”) and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”) but in any event will ), to the extent the Agreement is subject thereto, and the Agreement shall be interpreted to comply on a basis consistent with Section 409A. In such intent. If an amendment of the event this Agreement or any benefit paid under this Agreement to Employee is deemed to be subject to Section 409A, Employee consents to the Company’s adoption of such conforming amendments as the Company deems advisable or necessary, necessary in its sole discretion (but without an obligation to do so), 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 avoid the imposition 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 taxes under Section 409A. For purposes 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” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a termination “specified employee” (within the meaning of employment means 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” as defined in Section 409A. Each payment made that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any provision of this Agreement applicable exceptions to such requirement), such payment or benefit shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. To made or provided on the extent any nonqualified deferred compensation payment to Employee could be paid in one or more of Employee’s taxable years depending upon Employee completing certain employment-related actions, then any such payments will commence or occur in the later taxable year to the extent required by Section 409A. If upon Employee’s “separation from service” within the meaning of Section 409A, Employee date that is then a “specified employee” (as defined in Section 409A), then solely to the extent necessary to comply with Section 409A and avoid the imposition of taxes under Section 409A, the Company shall defer payment of “nonqualified deferred compensation” subject to Section 409A payable as a result of and within six (6) months following such “separation from service” until the earlier of (i) the first business day expiration of the seventh month following Employee’s six (6)-month period measured from the date of the Executive's “separation from service,” or (ii) ten the date of the Executive's death (10the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With respect to any reimbursement or in-kind benefit arrangements of the Company 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 eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the Company receives written confirmation actual date of Employee’s death. Any such delayed payments payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made without interest.in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.

409A. To 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, a cessation or termination of the Employee’s employment shall not be deemed to have occurred for purposes of Section 7 or Section 9 or any other provision of this Agreement providing for the payment of any Amounts or benefits subject to Code Section 409A upon or following a cessation or termination of employment unless such termination is intended also a Separation from Service. If the Employee is deemed at the time of his termination of employment to not constitute be a “nonqualified deferred compensation planspecified employee” within the meaning of Internal Revenue that term under Code Section 409(a)(2)(B)(i), then with regard to any payment or the provision of any benefit to the Employee that is considered deferred compensation under Code Section 409A payable on account of a Separation from Service, no such payment or benefit shall be made or provided prior to the earlier of (“Section 409A”A) but in any event will be interpreted the expiration of the six (6) month period measured from the time of such Separation from Service of the Employee, and (B) the time of the Employee’s death, to comply with the extent required under Code Section 409A. In For the event avoidance of doubt, the parties intend that the Manager Payment Time is a “specified time” for purposes of Code Section 409A(a)(2)(A)(iv). Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Agreement Section 14(k) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Isthmus or the Employee in a lump sum, and any benefit paid remaining payments and benefits due under this Agreement to Employee is deemed to shall be subject to paid or provided in accordance with the normal payment times specified for them herein. For purposes of Code Section 409A, the right of Isthmus or the Employee consents to receive any 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, the Company’s adoption actual time of such conforming amendments as payment within that specified period shall be within the Company deems advisable or necessary, in its sole discretion (but without an obligation to do so), to comply with Section 409A and avoid of the imposition of taxes under Section 409A. For purposes of this Agreement, a termination of employment means a “separation from service” as defined in Section 409A. Each payment made pursuant to Employer. Notwithstanding any other provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. To the extent any nonqualified deferred compensation payment to Employee could be paid in one or more of Employee’s taxable years depending upon Employee completing certain employment-related actions, then any such payments will commence or occur in the later taxable year to the extent required by Section 409A. If upon Employee’s “separation from service” within the meaning of Section 409Acontrary, Employee is then a “specified employee” (as defined in Section 409A), then solely to the extent necessary to comply with Section 409A and avoid the imposition of taxes no event shall any payment under Section 409A, the Company shall defer payment of this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other Amount unless otherwise permitted by Code Section 409A payable as a result of and within six (6) months following such “separation from service” until 409A. If the earlier of (i) the first business day amount of the seventh month following Employee’s “separation from service,” Profit-Sharing Payment depends in part on the determination of an Approved Appraiser set forth in a Valuation Report, and the Employer or (ii) ten (10) days after the Company receives written confirmation Employee petitions a court of Employee’s death. Any competent jurisdiction to correct or vacate such delayed payments 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 made without interestpayable 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. To the maximum extent permitted, 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 issued thereunder), to the extent the Agreement is intended 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 constitute have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code. Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of his “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) to be a “nonqualified deferred compensation planspecified employee” within the meaning of Internal Revenue Code that term under Section 409A (“Section 409A”409A(a)(2)(B) but in of the Code, then with regard to any event will be interpreted to comply with Section 409A. In the event this Agreement or any benefit paid under this Agreement to Employee payment that is deemed required to be subject delayed pursuant to Section 409A409A(a)(2)(B) of the Code (after taking into account the applicable provisions of Treasury Regulation Section 1.409A-1(b)(9)(iii)), Employee consents to the Company’s adoption portion, if any, of such conforming amendments as the Company deems advisable or necessary, in its sole discretion (but without an obligation payment so required to do so), be delayed shall not be made prior to comply with Section 409A and avoid the imposition of taxes under Section 409A. For purposes of this Agreement, a termination of employment means a “separation from service” as defined in Section 409A. Each payment made pursuant to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. To the extent any nonqualified deferred compensation payment to Employee could be paid in one or more of Employee’s taxable years depending upon Employee completing certain employment-related actions, then any such payments will commence or occur in the later taxable year to the extent required by Section 409A. If upon Employee’s “separation from service” within the meaning of Section 409A, Employee is then a “specified employee” (as defined in Section 409A), then solely to the extent necessary to comply with Section 409A and avoid the imposition of taxes under Section 409A, the Company shall defer payment of “nonqualified deferred compensation” subject to Section 409A payable as a result of and within six (6) months following such “separation from service” until the earlier of (i) the first business day expiration of the seventh month following Employee’s six (6)-month period measured from the date of his “separation from service,” or (ii) ten the date of his death (10the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) days after shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. 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 of the Code. In no case will compliance with this Section by the Company receives written confirmation constitute a breach of Employeethe Company’s deathobligations under this Agreement. Any such delayed payments With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries provided for herein that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made without intereston or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.